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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

For the Fiscal Year Ended December 31, 2020

OR

For the transition period from to

Commission File Number: 1-12252 (Equity Residential)

Commission File Number: 0-24920 (ERP Operating Limited Partnership)

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

None (Equity Residential)

Units of Limited Partnership Interest (ERP Operating Limited Partnership)

(Title of each class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

The aggregate market value of Common Shares held by non-affiliates of the Registrant was approximately $ 21.7 billion based upon the closing price on June 30, 2020 of $58.82 using beneficial ownership of shares rules adopted pursuant to Section 13 of the Securities Exchange Act of 1934 to exclude voting shares owned by Trustees and Executive Officers, some of whom may not be held to be affiliates upon judicial determination.

The number of Common Shares of Beneficial Interest, $0.01 par value, outstanding on February 12, 2021 was 372,663,215 .

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DOCUMENTS INCORPORATED BY REFERENCE

Part III incorporates by reference certain information that will be contained in Equity Residential’s Proxy Statement relating to its 2021 Annual Meeting of Shareholders, which Equity Residential intends to file no later than 120 days after the end of its fiscal year ended December 31, 2020, and thus these items have been omitted in accordance with General Instruction G(3) to Form 10-K.  Equity Residential is the general partner and 96.4% owner of ERP Operating Limited Partnership.

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EXPLANATORY NOTE

This report combines the annual reports on Form 10-K for the year ended December 31, 2020 of Equity Residential and ERP Operating Limited Partnership.  Unless stated otherwise or the context otherwise requires, references to “EQR” mean Equity Residential, a Maryland real estate investment trust (“REIT”), and references to “ERPOP” mean ERP Operating Limited Partnership, an Illinois limited partnership.  References to the “Company,” “we,” “us” or “our” mean collectively EQR, ERPOP and those entities/subsidiaries owned or controlled by EQR and/or ERPOP.  References to the “Operating Partnership” mean collectively ERPOP and those entities/subsidiaries owned or controlled by ERPOP.  The following chart illustrates the Company’s and the Operating Partnership’s corporate structure:

EQR is the general partner of, and as of December 31, 2020 owned an approximate 96.4% ownership interest in, ERPOP.  The remaining 3.6% interest is owned by limited partners.  As the sole general partner of ERPOP, EQR has exclusive control of ERPOP’s day-to-day management.  Management operates the Company and the Operating Partnership as one business.  The management of EQR consists of the same members as the management of ERPOP.

The Company is structured as an umbrella partnership REIT (“UPREIT”) and EQR contributes all net proceeds from its various equity offerings to ERPOP.  In return for those contributions, EQR receives a number of OP Units (see definition below) in ERPOP equal to the number of Common Shares it has issued in the equity offering.  The Company may acquire properties in transactions that include the issuance of OP Units as consideration for the acquired properties.  Such transactions may, in certain circumstances, enable the sellers to defer in whole or in part, the recognition of taxable income or gain that might otherwise result from the sales.  This is one of the reasons why the Company is structured in the manner shown above.  Based on the terms of ERPOP’s partnership agreement, OP Units can be exchanged with Common Shares on a one-for-one basis because the Company maintains a one-for-one relationship between the OP Units of ERPOP issued to EQR and the outstanding Common Shares.

The Company believes that combining the reports on Form 10-K of EQR and ERPOP into this single report provides the following benefits:

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The Company believes it is important to understand the few differences between EQR and ERPOP in the context of how EQR and ERPOP operate as a consolidated company.  All of the Company’s property ownership, development and related business operations are conducted through the Operating Partnership and EQR has no material assets or liabilities other than its investment in ERPOP.  EQR’s primary function is acting as the general partner of ERPOP.  EQR also issues equity from time to time, the net proceeds of which it is o bligated to contribute to ERPOP. EQR does not have any indebtedness as all debt is incurred by the Operating Partnership.  The Operating Partnership holds substantially all of the assets of the Company, including the Company’s ownership interests in its joint ventures.  The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity.  Except for the net proceeds from equity offerings by EQR ( which are contributed to the capital of ERPOP in exchange for additional partnership interests in ERPOP (“OP Units”) (on a one-for-one Common Share per OP Unit basis) or additional preference units in ERPOP (on a one-for-one preferred share per preference unit basis) ) , the Operating Partnership generates all remaining capital required by the Company’s business.  These sources include the Operating Partnership’s working capital, net cash provided by operating activities, borrowings under its revolving credit facility and/or commercial paper program, the issuance of secured and unsecured debt and partnership interests, and proceeds received from disposition of certain properties and joint venture interests.

Shareholders’ equity, partners’ capital and noncontrolling interests are the main areas of difference between the consolidated financial statements of the Company and those of the Operating Partnership.  The limited partners of the Operating Partnership are accounted for as partners’ capital in the Operating Partnership’s financial statements and as noncontrolling interests in the Company’s financial statements.  The noncontrolling interests in the Operating Partnership’s financial statements include the interests of unaffiliated partners in various consolidated partnerships.  The noncontrolling interests in the Company’s financial statements include the same noncontrolling interests at the Operating Partnership level and limited partner OP Unit holders of the Operating Partnership.  The differences between shareholders’ equity and partners’ capital result from differences in the equity issued at the Company and Operating Partnership levels.

To help investors understand the differences between the Company and the Operating Partnership, this report provides separate consolidated financial statements for the Company and the Operating Partnership; a single set of consolidated notes to such financial statements that includes separate discussions of each entity’s debt, noncontrolling interests and shareholders’ equity or partners’ capital, as applicable; and a combined Management’s Discussion and Analysis of Financial Condition and Results of Operations section that includes discrete information related to each entity.

This report also includes separate Part II, Item 9A, Controls and Procedures , sections and separate Exhibits 31 and 32 certifications for each of the Company and the Operating Partnership in order to establish that the requisite certifications have been made and that the Company and the Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and 18 U.S.C. §1350.

In order to highlight the differences between the Company and the Operating Partnership, the separate sections in this report for the Company and the Operating Partnership specifically refer to the Company and the Operating Partnership.  In the sections that combine disclosure of the Company and the Operating Partnership, this report refers to actions or holdings as being actions or holdings of the Company.  Although the Operating Partnership is generally the entity that directly or indirectly enters into contracts and joint ventures and holds assets and debt, reference to the Company is appropriate because the Company is one business and the Company operates that business through the Operating Partnership.

As general partner with control of ERPOP, EQR consolidates ERPOP for financial reporting purposes, and EQR essentially has no assets or liabilities other than its investment in ERPOP.  Therefore, the assets and liabilities of the Company and the Operating Partnership are the same on their respective financial statements.  The separate discussions of the Company and the Operating Partnership in this report should be read in conjunction with each other to understand the results of the Company on a consolidated basis and how management operates the Company.

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EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

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PART I

Item 1. Business

General

Equity Residential (“EQR”) is committed to creating communities where people thrive.  The Company, a member of the S&P 500, is focused on the acquisition, development and management of residential properties located in and around dynamic cities that attract high quality long-term renters.  ERP Operating Limited Partnership (“ERPOP”) is focused on conducting the multifamily property business of EQR.  EQR is a Maryland real estate investment trust (“REIT”) formed in March 1993 and ERPOP is an Illinois limited partnership formed in May 1993.  References to the “Company,” “we,” “us” or “our” mean collectively EQR, ERPOP and those entities/subsidiaries owned or controlled by EQR and/or ERPOP.  References to the “Operating Partnership” mean collectively ERPOP and those entities/subsidiaries owned or controlled by ERPOP.

EQR is the general partner of, and as of December 31, 2020 owned an approximate 96.4% ownership interest in, ERPOP.  All of the Company’s property ownership, development and related business operations are conducted through the Operating Partnership and EQR has no material assets or liabilities other than its investment in ERPOP.  EQR issues equity from time to time, the net proceeds of which it is obligated to contribute to ERPOP, but does not have any indebtedness as all debt is incurred by the Operating Partnership.  The Operating Partnership holds substantially all of the assets of the Company, including the Company’s ownership interests in its joint ventures.  The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity.

The Company’s corporate headquarters is located in Chicago, Illinois and the Company also operates regional property management offices in each of its markets.

Certain capitalized terms used herein are defined in the Notes to Consolidated Financial Statements.  See also Note 17 in the Notes to Consolidated Financial Statements for additional discussion regarding the Company’s segment disclosures.

Available Information

You may access our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K, our proxy statements and any amendments to any of those reports/statements we file with the Securities and Exchange Commission (“SEC”) free of charge on our website, www.equityapartments.com .  These reports are made available on our website as soon as reasonably practicable after we file them with the SEC.  The information contained on our website, including any information referred to in this report as being available on our website, is not a part of or incorporated into this report.

Business Objectives and Operating and Investing Strategies

Overview

The Company is one of the largest U.S. publicly-traded owners and operators of high-quality rental apartment properties with a portfolio primarily located in urban and dense suburban communities in and around Boston, New York, Washington, D.C., Southern California (including Los Angeles, Orange County and San Diego), San Francisco, Seattle and Denver.  Our markets continue to be the primary knowledge centers of the U.S. economy drawing the talented workers and employers that drive economic growth in the United States.  Our properties are located in places that are attractive to knowledge workers whom we hope to convert into satisfied long-term residents.

We believe we have created a best-in-class operating platform to run our properties.  Our employees are focused on delivering remarkable customer service to our residents so they will stay with us longer, be willing to pay higher rent for a great experience and will tell others about how much they love living in an Equity Residential property.  We utilize technology and other innovative methods of engagement to foster relationships and community, improve the resident experience and operate our business more efficiently. Our disciplined balance sheet management enhances returns and value creation while maintaining flexibility to take advantage of future opportunities.  We believe that our stakeholders value stability, liquidity, predictability and accountability and that is the mission to which we remain unwaveringly committed.

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Equity Residential is committed to creating communities where people thrive.  We carry this , our corporate purpose , through our relationships with our customers, our employees, our shareholders and the communities in which we operate.  It drives our commitment to sustainability, diversity and inclusion, total well-being of our employees and being a responsible corporate citizen in the communities in which we operate , which is especially relevant when we face unprecedented challenges like the novel coronavirus (“COVID-19”) pandemic .

Despite the challenges we have faced with the COVID-19 pandemic, we believe that the long-term prospects for our business remain strong.  Our well-located communities are in and around dynamic cities that we believe will continue to attract high quality long-term renters. When the pandemic subsides, we believe urban centers will re-energize and once again provide significant networking and other benefits for current and prospective residents who may have temporarily deferred, but not abandoned, their desire to live in vibrant major U.S. metropolitan areas.

Investment Strategy

The Company’s long-term strategy is to invest in apartment communities located in strategically targeted markets with the goal of maximizing our risk-adjusted total returns by balancing current cash flow generation with long-term capital appreciation.  We seek to meet this goal by investing in markets that are characterized by conditions favorable to multifamily property operations over the long-term.  We also consider governmental fiscal health, political/regulatory risk and resiliency of our targeted markets.  The markets we focus on generally feature one or more of the following characteristics that allow us to drive performance:

We believe our strategy capitalizes on the preference of renters of all ages to live in the locations where we operate that typically are near to transportation (both public transit and convenient highway access), entertainment and cultural amenities.  Demand for rental housing is driven primarily by household formations from the Millennial segment and increasingly from the Generation Z segment of our population.  Millennials, born between 1981 and 2000, total approximately 78 million people and are disproportionately renters.  They also tend to remain renters longer due to societal trends favoring delays in marriage and having children.  We believe we will continue to see demand from this group, as the largest sub-segment of this cohort is now turning 30 years old while the median age of our resident is 33 years old.  After the Millennials comes Generation Z, which comprises the more than 70 million people born between 2001 and 2014.  Reports also show a growing trend among aging Baby Boomers, a demographic of more than 76 million people born between 1946 and 1964, toward apartment rentals.

Overall, our high-quality resident tends to work in the highest earning sectors of the economy and is not rent burdened, creating the ability to raise rents more readily in good economic times and reducing risk during downturns.  Many of these workers are employed in the fields of Science, Technology, Engineering and Mathematics, or STEM jobs.  They have experienced significantly lower job loss during COVID-19. Once it subsides, we believe we are extremely well positioned to benefit for many years to come as a result of the significant impact the various generations discussed above will have on rental housing.

Over the last decade, the Company has done an extensive repositioning of its portfolio into urban and highly walkable, close-in suburban assets.  While we continue to look for opportunities to expand our portfolio in these locations, it is our intention over time to further diversify our portfolio into select new markets that share the same characteristics as our current markets and to optimize the mix of our properties located in urban vs. dense suburban submarkets within our existing markets.

Operations and Innovation

We attempt to balance occupancy and rental rates to maximize our revenue while exercising tight cost control to generate the highest possible return to our shareholders.  Revenue is maximized through our customized pricing system that uses market data on current and projected demand and availability to create both current and forward pricing daily for each apartment unit we manage.  We believe our success prior to the pandemic in renewing our residents is due to our focus on the resident experience.  This focus has driven the strong occupancy and renewal rate growth that we have achieved over the last several years prior to the COVID-19 pandemic, which we would expect to return once the pandemic subsides.

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T echnology continues to driv e innovation in the rental industry and to evolve at a rapid pace . We have been and continue to be a leader in deploying and investing in property technology to serve our customers better and operate more efficiently. Having been a first mover in such important areas as revenue management and online leasing, we are focused on technology that improves our operating margin s and customer experience while also meeting the current needs of our customers , including addressing the challenges of the pandemic . We use a standardized purchasing system to control our operating expenses and a business intelligence platform that allows all our team members to quickly identify and address issues and opportunities. Our operations benefitted from having many of these initiatives in place during the pandemic , allowing us to interact with our customers in a safe and responsible manner, including self-guided tours , automated responses to customer inquiries and enhanced service and maintenance management . While we believe areas such as “smart home” technology and others will provide the foundation for current and future improvements to how we do business , w e will continue to consider the cost and longevity of technology capital investments versus the benefits .

Our Commitment to Environmental, Social and Governance (“ESG”)

At Equity Residential, we believe a focus on ESG is a key way to programmatically address stakeholder concerns as part of our corporate purpose.  This needs to be a sustainable endeavor, in which we provide properties that will stand the test of time and remain attractive to our customers and the community without negatively impacting the environment.  We have a dedicated in-house team that initiates and applies sustainable practices in all aspects of our business, including investment activities, development, property operations and property management activities. Multifamily housing is one of the most environmentally-friendly uses of real estate, as each property provides homes for hundreds of families in a denser shared environment.  We consider building locations based on walkability, accessibility, neighborhoods and parks.  We also design our communities to support amenities such as fitness centers and we select locations near shops, healthy restaurants and health and wellness programs, enabling a low carbon footprint lifestyle for our residents to live, work and play.

Our sustainability goals help us focus efforts and drive outcomes to create a more sustainable future for all.  We are especially focused on energy consumption, water consumption and greenhouse gas emissions.  We invest in developing and renovating our properties, with a focus on reducing waste, energy and water use by investing in energy-saving technology, such as those for irrigation, lighting, HVAC and renewable energy, while positively impacting the experience of our residents and the value of our assets.

We are also intensely focused on the “Social” and “Governance” aspects of ESG.  As detailed below, we have a commitment to our employees’ engagement, diversity and wellness that is the foundation of our corporate purpose.  We also recognize that a successful company must incorporate the best corporate governance practices in order to better serve its stakeholders.

In 2018, the Company became the first multifamily REIT ever to issue a “green bond”.  As a result, the net proceeds of approximately $396.7 million from the offering were allocated to eligible green/sustainable certified projects.  For additional information regarding our ESG efforts, see our November 2020 Environmental, Social and Governance Report at our website, www.equityapartments.com.  This report, which includes Sustainability Accounting Standards Board disclosures and incorporates recommendations from the Task Force on Climate-related Financial Disclosures, was reviewed and approved by the Corporate Governance Committee of our Board of Trustees, which monitors the Company’s ongoing ESG efforts.  We continue to enhance our ESG disclosure efforts, including auditing the results outlined in the above report.  Furthermore, our annual proxy statements contain additional information on our corporate governance practices. Such annual proxy statements and the information contained therein are not part of or incorporated into this report.

Human Capital

At Equity Residential, our team of approximately 2,600 employees is the driving force behind our success. We believe that our richly diverse work environment captures top talent, cultivates the best ideas and creates the widest possible platform for this success in line with our corporate purpose of “ Creating communities where people thrive. ” Our core principles, affectionately named “Ten Ways to Be a Winner,” guide our behavior as individuals and collectively as a team, helping us in our goal to deliver market-leading performance.  As part of our Ten Ways to Be a Winner, we encourage our team members to raise questions, take educated risks, offer new ideas and help us make the right decisions.  One way we live the “Ten Ways” is by enriching our culture through our core “Equity Values”—Diversity and Inclusion, Social Responsibility, Sustainability and Total Well-Being.  We have assembled an employee-led Equity Values Council to lead our efforts on these values by acting as change agents to drive initiatives, create goals and awareness, and encourage colleagues to participate in community service activities and wellness initiatives.  In addition, executive compensation is based, in part, on meeting important Equity Values goals, and our Board of Trustees takes an active role in overseeing our efforts in this regard.

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Diversity and Inclusion

Pay Equity

Employee Engagement

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Training and Development

Health, Safety and Wellness

Competition

All of the Company’s properties are located in developed areas with multiple housing choices, including other multifamily properties.  The number of competitive housing choices or multifamily properties in a particular area could have a material effect on the Company’s ability to lease apartment units at its properties and on the rents charged.  The Company may be competing with other housing providers that have greater resources than the Company and whose managers have more experience than the Company’s managers.  In addition, other forms of rental properties and single-family housing provide housing alternatives to potential residents of multifamily properties.  See Item 1A, Risk Factors , for additional information with respect to competition.

Regulatory Considerations

See Item 1A, Risk Factors , for information concerning the potential effects of governmental regulations, including environmental regulations, on our operations.

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Item 1A. Risk Factors

General

This Item 1A includes forward-looking statements.  You should refer to our discussion of the qualifications and limitations on forward-looking statements included in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The occurrence of the events discussed in the following risk factors could adversely affect, possibly in a material manner, our business, financial condition or results of operations, which could affect the value of our common shares of beneficial interest or preferred shares of beneficial interest (which we refer to collectively as “Shares”), Preference Units, OP Units, restricted units and our public unsecured debt.  In this section, we refer to the Shares, Preference Units, OP Units, restricted units and public unsecured debt together as our “securities” and the investors who own such securities as our “security holders.”

Risks Related to the COVID-19 Pandemic

The ongoing COVID-19 pandemic and measures intended to prevent its spread could have a material adverse effect on our business, results of operations, cash flows and financial condition.

In March 2020, the World Health Organization declared COVID-19 a pandemic.  The outbreak has led governments and other authorities around the world, including federal, state and local authorities in the United States, to impose measures intended to control its spread, including restrictions on movement and business operations such as travel bans, border closings, business closures, quarantines, social distancing and shelter-in-place orders.  The COVID-19 pandemic has also caused, and may likely continue to cause, severe economic, market and other disruptions worldwide.  There can be no assurance that conditions will not continue to deteriorate as a result of the pandemic.

The impact of the COVID-19 pandemic and measures to prevent its spread could materially negatively impact our business, results of operations, financial condition and liquidity in a number of ways, including:

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The extent of the COVID-19 pandemic’s effect on our operational and financial performance will depend on future developments including the duration, spread and intensity of the outbreak and the rollout and effectiveness of vaccines, all of which are uncertain and difficult to predict.  To the extent the COVID-19 pandemic adversely affects our business, results of operations, cash flows and financial condition, it may also have the effect of heightening many of the other risks described below.  Due to the speed with which the situation is continuing to develop, we are not able at this time to estimate the effect of these factors on our business, but the adverse impact on our business, results of operations, cash flows and financial condition could be material.

Risks Related to our Business Strategy

Investing in real estate is inherently subject to risks that could negatively impact our business.

Investing in real estate is subject to varying degrees and types of risk. While we seek to mitigate these risks through various strategies, including geographic diversification, market research and proactive asset management, among other techniques, these risks cannot be eliminated. Factors that may impact cash flows and real estate values include, but are not limited to:

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The geographic concentration of our properties could have an adverse effect on our operations.

The Company’s properties are concentrated in our primarily coastal markets and located in and around dynamic cities that we believe attract high quality long-term renters.

If one or more of our markets is unfavorably impacted by specific economic conditions, local real estate conditions, increases in social unrest, increases in real estate and other taxes, reduced quality of life, deterioration of local or state government health, rent control or stabilization laws, localized environmental issues or natural/man-made disasters, the impact of such conditions may have a more negative impact on our results of operations than if our properties were more geographically diverse.

Within its primarily coastal markets, the Company is also concentrated in certain dense urban and suburban submarkets.  To the extent that these markets or submarkets within these markets become less desirable to operate in, including changes in multifamily housing supply and demand, our results of operations could be more negatively impacted than if we were more diversified within our markets or invested in a greater number of markets.

For example, the urban core submarkets of New York City, San Francisco, CA and Boston, MA, have been more adversely impacted by the COVID-19 pandemic in comparison to our other markets. Due to our concentrations in these submarkets, we have experienced larger decreases in rental income from elevated rent concessions and lower occupancy than we might have otherwise.

Failure to generate sufficient revenue could limit our ability to make financing payments or distributions to security holders.

A decrease in cash flows due to declines in rental revenue could negatively affect our ability to make financing payments and distributions to our security holders. Significant expenditures associated with each property, such as real estate taxes, insurance, utilities, maintenance costs and employee wages and benefits, may also negatively impact cash flows, and these expenditures may not decline as quickly or at the same rate as revenues when circumstances might cause a reduction of those revenues at our properties.

Competition in multifamily housing may negatively affect operations and demand for the Company’s properties or residents.

Our properties face competition for residents from other existing or new multifamily properties, condominiums, single family homes and other living arrangements, whether owned or rental, that may attract residents from our properties or prospective residents that would otherwise choose to live with us.  As a result, we may not be able to renew existing resident leases or enter into new resident leases, or if we are able to renew or enter into new leases, they may be at rates or terms that are less favorable than our current rates or terms, resulting in a material impact on our results of operations.

Additionally, our properties face competition for residents as a result of technology innovation. Therefore, we may not be able to retain residents or attract new residents if we are unable to identify and cost effectively implement new, relevant technologies and to keep up with constantly changing resident demand for the latest innovations.

The short-term nature of apartment leases exposes us more quickly to the effects of declining market rents, potentially making our revenue more volatile.

Generally, our residential apartment leases are for twelve months or less.  If the terms of the renewal or reletting are less favorable than current terms, then the Company’s results of operations and financial condition could be negatively affected. Given our generally shorter-term lease structure, our rental revenues are impacted by declines in market rents more quickly than if our leases were for longer terms.

Competition for acquisitions may prevent us from acquiring properties on favorable terms.

We may not be successful in pursuing acquisition and development opportunities.  We expect that other real estate investors will compete with us for attractive investment opportunities or may also develop properties in markets where we focus our development and acquisition efforts.  We may not be in a position or have the opportunity in the future to make suitable property acquisitions on favorable terms.

Operations from new acquisitions, development projects and renovations may fail to perform as expected.

We intend to actively acquire, develop and renovate multifamily operating properties as part of our business strategy.  Newly acquired, developed or renovated properties may not perform as we expect.  We may also overestimate the revenue (or underestimate the expenses) that a new or repositioned project may generate.  The occupancy rates and rents at these properties may fail to meet the expectations underlying our investment.  Development and renovations are subject to greater uncertainties and risks due to complexities and lead time in estimating costs.  We may underestimate the costs necessary to operate an acquired property to the

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standards established for its intended market position .  We may also underestimate the costs to complete a development property or to complete a renovation.

Construction risks on our development projects could affect our profitability.

We intend to continue to develop multifamily properties as part of our business strategy.  Development often includes long planning and entitlement timelines, subjecting the project to changes in market conditions.  It can involve complex and costly activities, including significant environmental remediation or construction work in our markets.  We may also experience an increase in costs due to general disruptions that affect the cost of labor and/or materials, such as trade disputes, tariffs, labor unrest and/or geopolitical conflicts.  We may abandon opportunities that we have already begun to explore for a number of reasons, and as a result, we may fail to recover expenses or option payments already incurred in exploring those opportunities.  We may also be unable to obtain, or experience delays in obtaining, necessary zoning, occupancy, or other required governmental or third-party permits and authorizations.  These and other risks inherent in development projects could result in increased costs or the delay or abandonment of opportunities.

Because real estate investments are illiquid, we may not be able to sell properties when appropriate.

Real estate investments generally cannot be sold quickly.  We may not be able to reconfigure our portfolio promptly in response to changing economic or other conditions.  We may be unable to consummate such dispositions in a timely manner, on attractive terms, or at all. In some cases, we may also determine that we will not recover the carrying amount of the property upon disposition. This inability to reallocate our capital promptly could negatively affect our financial condition, including our ability to make distributions to our security holders.

The Company’s real estate assets may be subject to impairment charges.

A decline in the fair value of our assets may require us to recognize an impairment against our assets under accounting principles generally accepted in the United States (“GAAP”) if we were to determine that, with respect to any assets in unrealized loss positions, we do not have the ability and intent to hold such assets for a period of time sufficient to allow for recovery of the depreciated cost of such assets. If such a determination were to be made, we would recognize unrealized losses through earnings and write-down the depreciated cost of such assets to a new cost basis, based on the fair value of such assets on the date they are considered to be impaired. Such impairment charges reflect non-cash losses at the time of recognition; subsequent disposition or sale of such assets could further affect our future losses or gains, as they are based on the difference between the sale price received and adjusted amortized cost of such assets at the time of sale. If we are required to recognize material asset impairment charges in the future, these charges could adversely affect our financial condition and results of operations.

We are subject to risks involved in real estate activity through joint ventures.

We currently, and may continue to in the future, develop and acquire properties in joint ventures with other persons or entities.  Joint ventures create risks including the following:

At times we have entered into agreements providing for joint and several liability with our partners.  We also have in the past and could choose in the future to guarantee part of or all of certain joint venture debt.  We and our respective joint venture partners may each have the right to trigger a buy-sell arrangement that could cause us to sell our interest, or acquire our partner's interest, at a time or price that is unfavorable to us .  In some instances, joint venture partners may also have competing interests or objectives that could create conflicts of interest similar to those noted above. These objectives may be contrary to our compliance with the REIT requirements, and our REIT status could be jeopardized if any of our joint ventures do not operate in compliance with those requirements. To the extent our partners do not meet their obligations to us or our joint ventures, or they take actions inconsistent with the interests of the joint venture, it could have a negative effect on our results of operations and financial condition, including distributions to our security holders.

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Corporate social responsibility, specifically related to ESG, may impose additional costs and expose us to new risks.

Sustainability, social and governance evaluations remain highly important to investors and other stakeholders. Certain organizations that provide corporate governance and other corporate risk advisory services to investors have developed scores and ratings to evaluate companies and investment funds based upon ESG metrics. Many investors focus on positive ESG-related business practices and scores when choosing to allocate their capital and may consider a company's score as a reputational or other factor in making an investment decision. Investors' increased focus and activism related to ESG and similar matters may constrain our business operations or increase expenses. In addition, investors may decide to refrain from investing in us as a result of their assessment of our approach to and consideration of ESG factors. We may face reputational damage in the event our corporate responsibility procedures or standards do not meet the standards set by various constituencies. Although we have generally scored highly in these metrics to date, there can be no assurance that we will continue to score highly in the future. In addition, the criteria by which companies are rated for ESG efforts may change, which could cause us to receive lower scores than in previous years. A low ESG score could result in a negative perception of the Company, exclusion of our securities from consideration by certain investors who may elect to invest with our competition instead and/or cause investors to reallocate their capital away from the Company, all of which could have an adverse impact on the price of our securities.

Risks Related to our Financing Strategy and Capital Structure

Disruptions in the financial markets could hinder our ability to obtain debt and equity financing and impact our acquisitions and dispositions.

Dislocations and disruptions in capital markets could result in increased costs or lack of availability of debt financing (including under our commercial paper program) and equity financing.  Such events may affect our ability to refinance existing debt, require us to utilize higher cost alternatives and/or impair our ability to adjust to changing economic and business conditions.  Capital market disruptions could negatively impact our ability to make acquisitions or make it more difficult or not possible for us to sell properties or may unfavorably affect the price we receive for properties that we do sell.  Such disruptions could cause the price of our securities to decline.

Changes in market conditions and volatility of share prices could decrease the market price of our Common Shares.

The stock markets, including the New York Stock Exchange on which we list our Common Shares, have experienced significant price and volume fluctuations over time.  As a result, the market price of our Common Shares could be similarly volatile.  Investors in our Common Shares consequently may experience a decrease in the value of their shares, including decreases due to this volatility and not necessarily related to our operating performance or prospects.  Additionally, the market price of our Common Shares may decline or fluctuate significantly in response to the sale of substantial amounts of our Common Shares, or the anticipation of the sale of such shares, by large holders of our securities.  The issuance of additional Common Shares by the Company, or the perception that such issuances might occur, could also cause significant volatility and decreases in the value of our shares.

Our financial counterparties may not perform their obligations.

Although we have not experienced any material counterparty non-performance, disruptions in financial and credit markets or other events could impair the ability of our counterparties to perform under their contractual obligations to us.  There are multiple financial institutions that are individually committed to provide borrowings under our revolving credit facility.  Should any of these institutions fail to perform their obligations when contractually required, our financial condition could be adversely affected.

Rising interest rates can increase costs.

The Company is exposed to market risk from financial instruments primarily from changes in market interest rates.  Such risks derive from the refinancing of debt, exposure to interest rate fluctuations in floating rate debt and from derivative instruments utilized to swap fixed rate debt to floating rates or to hedge rates in anticipation of future debt issuances.  Increases in interest rates would increase our interest expense and the costs of refinancing existing debt.

Insufficient cash flow could affect our ability to service existing debt and create refinancing risk.

We are subject to risks normally associated with debt financing, including the risk that our cash flow will be insufficient to meet required payments.  We may not be able to refinance existing debt and if we can, the terms of such refinancing may be less favorable than the terms of existing indebtedness.  Our inability to refinance, extend or repay debt with proceeds from other capital market transactions would negatively impact our financial condition.  If the debt is secured, the mortgage holder may also foreclose on the property.

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A significant downgrade in our credit ratings could adversely affect our performance.

A significant downgrade in our credit ratings, while not affecting our ability to draw proceeds under the Company’s revolving credit facility, would cause the corresponding borrowing costs to increase, impact our ability to borrow secured and unsecured debt, and potentially impair our ability to access the commercial paper market or otherwise limit our access to capital.  In addition, a downgrade below investment grade would likely cause us to lose access to the commercial paper markets and would require us to post cash collateral and/or letters of credit in favor of some of our secured lenders to cover our self-insured property and liability insurance deductibles or to obtain lower deductible insurance compliant with the lenders’ requirements at the lower ratings level.

Financial covenants could limit operational flexibility and affect our overall financial position.

The terms of our credit agreements, including our revolving credit facility and the indentures under which a substantial portion of our unsecured debt was issued, require us to comply with a number of financial covenants. These covenants may limit our flexibility to run our business and breaches of these covenants could result in defaults under the instruments governing the applicable indebtedness and trigger a cross default of other debt.

Some of our properties are financed with tax-exempt bonds or otherwise contain restrictive covenants or deed restrictions, including affordability requirements, which limit income from certain properties.  The Company monitors compliance with the restrictive covenants and deed restrictions that affect these properties.  While we generally believe that the interest rate benefit from financing properties with tax-exempt bonds more than outweighs any loss of income due to restrictive covenants or deed restrictions, this may not always be the case.  Some of these requirements are complex, and our failure to comply with them may subject us to material fines or liabilities.

We may change the dividend policy for our securities in the future.

The decision to declare and pay dividends on our securities, as well as the timing, amount and composition of any such future dividends, is at the discretion of the Board of Trustees and will depend on actual and projected financial conditions, the Company’s actual and projected liquidity and operating results, the Company’s projected cash needs for capital expenditures and other investment activities and such other factors as the Company’s Board of Trustees deems relevant .  The Board of Trustees may modify our dividend policy from time to time and any change in our dividend policy could negatively impact the market price of our securities.

Issuances or sales of our Common Shares or Units may be dilutive.

Any potential additional issuance of Common Shares or OP Units would reduce the percentage of our Common Shares and OP Units owned by investors. In most circumstances, shareholders and unitholders will not be entitled to vote on whether or not we issue additional Common Shares or Units. In addition, depending on the terms and pricing of additional offerings of our Common Shares or Units along with the value of our properties, our shareholders and unitholders could experience dilution in both book value and fair value of their Common Shares or Units, as well as dilution in our actual and expected earnings per share, funds from operations (“FFO”) per share and Normalized FFO per share.

Regulatory and Tax Risks

The adoption of, or changes, in rent control or rent stabilization regulations and eviction regulations in our markets could have an adverse effect on our operations and property values.

A growing number of state and local governments have enacted and may continue to consider enacting and/or expanding rent control or rent stabilization regulations, which have limited and could continue to limit in broadening ways our ability to raise rents or charge certain fees, either of which could have a retroactive effect. We continue to see increases in governments considering or being urged by advocacy groups to consider rent forgiveness, rent control or rent stabilization regulations or expand coverage of existing regulations in our markets. These regulations may also make changes to and/or expand eviction and other tenants’ rights regulations that may limit our ability to enforce residents’ or tenants’ contractual rental obligations (such as eviction moratoriums) , pursue collections or charge certain fees, which could have an adverse impact on our operations and property values.

Compliance or failure to comply with regulatory requirements could result in substantial costs.

Our properties are subject to various federal, state and local regulatory requirements, such as state and local fire and life safety requirements, building and zoning codes and federal, state and local accessibility requirements, including and in addition to those imposed by the Americans with Disabilities Act and the Fair Housing Act. Noncompliance could result in fines, subject us to lawsuits and require us to remediate or repair the noncompliance. Existing requirements could change and compliance with future requirements may require significant unanticipated expenditures that could adversely affect our financial condition or results of operations.

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Environmental problems are possible and can be costly.

Federal, state and local laws and regulations relating to the protection of the environment may require current or previous owners or operators of real estate to investigate and clean up hazardous or toxic substances at such properties.  The owner or operator may have to pay a governmental entity or third parties for property damage and for investigation and clean-up costs incurred by such parties in connection with the contamination.  These laws typically impose clean-up responsibility and liability without regard to whether the owner or operator knew of or caused the presence of the contaminants.  Even if more than one person may have been responsible for the contamination, each person covered by the environmental laws may be held responsible for all of the clean-up costs incurred.  Third parties may also sue the owner or operator of a site for damages and costs resulting from environmental contamination emanating from that site.  We cannot be assured that existing environmental assessments of our properties reveal all environmental liabilities, that any prior owner of any of our properties did not create a material environmental condition not known to us, or that a material environmental condition does not otherwise exist as to any of our properties.

Changes in U.S. accounting standards may materially and adversely affect the reporting of our operations.

The Company follows GAAP, which is established by the Financial Accounting Standards Board (“FASB”), an independent body whose standards are recognized by the Securities and Exchange Commission (“SEC”) as authoritative for publicly held companies.  The FASB and the SEC create and interpret accounting standards and may issue new accounting pronouncements or change the interpretation and application of these standards that govern the preparation of our financial statements .  These changes could have a material impact on our reported consolidated results of operations and financial position.

Any weaknesses identified in our internal control over financial reporting could result in a decrease of our share price.

Section 404 of the Sarbanes-Oxley Act of 2002 requires us to evaluate and report on our internal control over financial reporting.  If we identify one or more material weaknesses in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, which in turn could have a negative impact on our share price.

Our failure to qualify as a REIT would have serious adverse consequences to our security holders.

We plan to continue to meet the requirements for taxation as a REIT.  Many of these requirements, for which there is limited judicial and administrative interpretation, however, are highly technical and complex.  Therefore, we cannot guarantee that we have qualified or will qualify as a REIT in the future.  The determination that we are a REIT requires an analysis of various factual matters that may not be totally within our control.  To qualify as a REIT, our assets must be substantially comprised of real estate assets as defined in the Internal Revenue Code of 1986, as amended (the “Code”), and related guidance and our gross income must generally come from rental and other real estate or passive related sources that are itemized in the REIT tax laws.  We are also required to distribute to security holders at least 90% of our REIT taxable income excluding net capital gains.

If we fail to qualify as a REIT, we would be subject to U.S. federal income tax at regular corporate rates (including, for years prior to 2018, any alternative minimum tax) and would have to pay significant income taxes unless the Internal Revenue Service (“IRS”) granted us relief under certain statutory provisions.  In addition, we would remain disqualified from taxation as a REIT for four years following the year in which we failed to qualify as a REIT.  We would therefore have less money available for investments or for distributions to security holders and would no longer be required to make distributions to security holders.  This would likely have a significant negative impact on the value of our securities.

In addition, certain of our subsidiary entities have elected to be taxed as REITs.  As such, each must separately satisfy all of the requirements to qualify for REIT status.  If a subsidiary REIT did not satisfy such requirements, and certain relief provisions did not apply, it would be taxed as a regular corporation and its income would be subject to U.S. federal income taxation.   Failure to comply with these complex REIT rules at the subsidiary REIT level can have a material and detrimental impact to EQR’s REIT status.

Gain on disposition of assets held for sale in the ordinary course of business is subject to 100% tax.

Any gain resulting from transfers of properties we hold as inventory or primarily for sale to customers in the ordinary course of business is treated as income from a prohibited transaction subject to a 100% penalty tax unless certain safe harbor exceptions set forth in the Code apply.  We do not believe that our transfers or disposals of property are prohibited transactions.  However, whether property is held for investment purposes is a question that depends on all the facts and circumstances surrounding the particular transaction.  The IRS may contend that certain transfers or dispositions of properties by us or contributions of properties are prohibited transactions.  While we believe the IRS would not prevail in any such dispute, if the IRS were to argue successfully that a transfer or disposition of property constituted a prohibited transaction, we would be required to pay a 100% penalty tax on any gain allocable to us from the prohibited transaction.  In addition, income from a prohibited transaction might adversely affect our ability to satisfy the income tests for qualification as a REIT.

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We may be subject to legislative or regulatory tax changes that could negatively impact our financial condition .

At any time, U.S. federal income tax laws governing REITs or impacting real estate or the administrative interpretations of those laws may be enacted or amended. We cannot predict if or when any new U.S. federal income tax law, regulation or administrative interpretation, or any amendment to any existing U.S. federal income tax law, IRS and U.S. Department of Treasury regulations or other administrative guidance, will be adopted or become effective and any such law, regulation or interpretation may take effect retroactively.  The Company and our shareholders could be negatively impacted by any such change in, or any new, U.S. federal income tax law, regulations or administrative guidance.

Distribution requirements may limit our flexibility to manage our portfolio.

In order to maintain qualification as a REIT under the Code, a REIT must annually distribute to its shareholders at least 90% of its REIT taxable income, excluding the dividends paid deduction and net capital gains.  To the extent the REIT does not distribute all its net capital gain, or distributes at least 90%, but less than 100% of its REIT taxable income, it will be required to pay regular U.S. federal income tax on the undistributed amount at corporate rates.  In addition, we will be subject to a 4% nondeductible excise tax on amounts, if any, by which distributions we pay in any calendar year are less than the sum of 85% of our ordinary income, 95% of our net capital gains and 100% of our undistributed income from prior years.  We may not have sufficient cash or other liquid assets to meet the 90% distribution requirement. We may be required from time to time, under certain circumstances, to accrue as income for tax purposes interest and rent earned but not yet received.  We may incur a reduction in tax depreciation without a reduction in capital expenditures.  Difficulties in meeting the 90% distribution requirement might arise due to competing demands for our funds or due to timing differences between tax reporting and cash distributions, because deductions may be disallowed, income may be reported before cash is received, expenses may have to be paid before a deduction is allowed or because the IRS may make a determination that adjusts reported income.  In addition, gain from the sale of property may exceed the amount of cash received on a leverage-neutral basis.  A substantial increase to our taxable income may reduce the flexibility of the Company to manage its portfolio through dispositions of properties other than through tax deferred transactions or cause the Company to borrow funds or liquidate investments on unfavorable terms in order to meet these distribution requirements. If we fail to satisfy the 90% distribution requirement and are unable to cure the deficiency, we would cease to be taxed as a REIT, resulting in substantial tax-related liabilities.

We have a share ownership limit for REIT tax purposes.

To remain qualified as a REIT for U.S. federal income tax purposes, not more than 50% in value of our outstanding Shares may be owned, directly or indirectly, by five or fewer individuals at any time during the last half of any year.  To facilitate maintenance of our REIT qualification, our Declaration of Trust, subject to certain exceptions, prohibits ownership by any single shareholder of more than five percent of the lesser of the number or value of any outstanding class of common or preferred shares (the “Ownership Limit”).  Absent an exemption or waiver granted by our Board of Trustees, securities acquired or held in violation of the Ownership Limit will be transferred to a trust for the exclusive benefit of a designated charitable beneficiary, and the security holder’s rights to distributions and to vote would terminate.  A transfer of Shares may automatically be deemed void if it causes a person to violate the Ownership Limit.  The Ownership Limit could delay or prevent a change in control and, therefore, could affect our security holders’ ability to realize a premium over the then-prevailing market price for their Shares.  To reduce the ability of the Board to use the Ownership Limit as an anti-takeover device, the Company’s Ownership Limit requires, rather than permits, the Board to grant a waiver of the Ownership Limit if the individual seeking a waiver demonstrates that such ownership would not jeopardize the Company’s status as a REIT.

Tax elections regarding distributions may impact future liquidity of the Company or our shareholders.

Under certain circumstances we have made and/or may consider making in the future, a tax election to treat certain distributions to shareholders made after the close of a taxable year as having been distributed during such closed taxable year.  This election, which is provided for in the Code, may allow us to avoid increasing our dividends or paying additional income taxes in the current year.  However, this could result in a constraint on our ability to decrease our dividends in future years without creating risk of either violating the REIT distribution requirements or generating additional income tax liability. In addition, the Company may be required to pay interest to the IRS based on such a distribution.

In order to retain liquidity and continue to satisfy the REIT distribution requirements, the Company could issue shares rather than pay a dividend entirely in cash to shareholders. The IRS has published several rulings which have allowed REITs to offer shareholders the choice between shares or cash as a form of payment of a dividend (an “elective stock dividend”).  However, REITs are generally required to structure the cash component to be no less than 20% of the total dividend paid.  Therefore, it is possible that the total tax burden to shareholders resulting from an elective stock dividend may exceed the amount of cash received by the shareholder.

Inapplicability of Maryland law limiting certain changes in control.

Certain provisions of Maryland law applicable to REITs prohibit “business combinations” (including certain issuances of equity securities) with any person who beneficially owns ten percent or more of the voting power of outstanding securities, or with an affiliate who, at any time within the two-year period prior to the date in question, was the beneficial owner of ten percent or more of the voting power of the Company’s outstanding voting securities (an “Interested Shareholder”), or with an affiliate of an Interested

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Shareholder.  These prohibitions last for five years after the most recent date on which the Interested Shareholder became an Interested Shareholder.  After the five-year period, a business combination with an Interested Shareholder must be approved by two super-majority shareholder votes unless, among other conditions, holders of common shares receive a minimum price for their shares and the consideration is received in cash or in the same form as previously paid by the Interested Shareholder for its common shares.  As permitted by Maryland law, however, the Board of Trustees of the Company has opted out of these restrictions with respect to any business combination involving Sam Zell and certain of his affiliates and persons acting in concert with them.  Consequently, the five-year prohibition and the super-majority vote requirements will not apply to a business combination involving us and/or any of them.  Such business combinations may not be in the best interest of our security holders.

General Risk Factors

Risk of Pandemics or Other Health Crisis.

A pandemic, epidemic or other health crisis, similar to the recent outbreak of COVID-19, affecting areas where our properties, corporate/regional offices or major service providers are located could have an adverse effect on our business, results of operations, cash flows and financial condition.

The occurrence of cyber incidents, or a deficiency in our cybersecurity, could negatively impact our business by causing a disruption to our operations, a compromise or corruption of our confidential information, and/or damage to our reputation and business relationships, all of which could negatively impact our financial results.

A cyber incident is an intentional attack or an unintentional event that can include gaining unauthorized access to systems to disrupt payment collections and operations, corrupt data or steal confidential information, including information regarding our residents, prospective residents, employees and employees’ dependents.

Despite system redundancy, the implementation of security measures, required employee awareness training and the existence of a disaster recovery plan for our internal information technology systems, our systems and systems maintained by third-party vendors with which we do business are vulnerable to damage from any number of sources.  We face risks associated with security breaches, whether through cyber attacks or cyber intrusions over the Internet, malware, computer viruses, attachments to emails, phishing attempts, ransomware or other scams, persons inside our organization or persons/vendors with access to our systems and other significant disruptions of our information technology networks and related systems, including property infrastructure.  Our information technology networks and related systems are essential to the operation of our business and our ability to perform day-to-day operations.  Even the most well-protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases are designed not to be detected and, in fact, may not be detected.  Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is impossible for us to entirely mitigate this risk.

We collect and hold personally identifiable information of our residents and prospective residents in connection with our leasing activities, and we collect and hold personally identifiable information of our employees and their dependents.  In addition, we engage third-party service providers that may have access to such personally identifiable information in connection with providing necessary information technology, security and other business services to us.  The systems of our third-party service providers may contain defects in design or other problems that could unexpectedly compromise personally identifiable information.  Although we make efforts to maintain the security and integrity of our information technology networks and those of our third-party providers and we have implemented various measures to manage the risk of a security breach or disruption, there can be no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging.

We address potential breaches or disclosure of this confidential personally identifiable information by implementing a variety of security measures intended to protect the confidentiality and security of this information including (among others):  (a) engaging reputable, recognized firms to help us design and maintain our information technology and data security systems; (b) conducting periodic testing and verification of information and data security systems, including performing ethical hacks of our systems to discover where any vulnerabilities may exist; and (c) providing periodic employee awareness training around phishing and other scams, malware and other cyber risks.  The Company also has a cyber liability insurance policy to provide some coverage for certain risks arising out of data and network breaches and data privacy regulations which provides a policy aggregate limit and a per occurrence deductible.  Cyber liability insurance generally covers, among other things, costs associated with the wrongful release, through inadvertent breach or network attack, of personally identifiable information.  However, there can be no assurance that these measures will prevent a cyber incident or that our cyber liability insurance coverage will be sufficient in the event of a cyber incident.

A breach or significant and extended disruption in the function of our systems, including our primary website, could damage our reputation and cause us to lose residents and revenues, result in a violation of applicable privacy and other laws, generate third-party

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claims, result in the unintended and/or unauthorized public disclosure or the misappropriation of proprietary, personally identifiable and confidential information and require us to incur significant expenses to address and remediate or otherwise resolve these kinds of issues.  We may not be able to recover these expenses in whole or in any part from our service providers, our insurers or any other responsible parties.  As a result, there can be no assurance that our financial results would not be negatively impacted.

We are also subject to laws, rules, and regulations in the United States, such as the California Consumer Privacy Act (“CCPA”), relating to the collection, use, and security of resident, customer, employee and other data. Evolving compliance and operational requirements under the CCPA and the privacy laws of other jurisdictions in which we operate may impose significant costs that are likely to increase over time. Our failure to comply with laws, rules, and regulations related to privacy and data protection could harm our business or reputation or subject us to fines and penalties.

The Audit Committee is primarily responsible for oversight of the risk management process related to cybersecurity and typically meets no less often than annually with Company information technology personnel to discuss recent trends in cyber risks and the Company’s strategy to defend its business systems and information against cyber attacks as well as the Company’s efforts to comply with data privacy laws such as the CCPA.

Our business and operations rely on specialized information technology systems, the failure of or inadequacy of which could impact our business.

Our ability to identify, implement and maintain appropriate information technology systems differentiates and creates competitive advantages for us in the operations of our business.  These systems often are developed and hosted by third party vendors whom we rely upon for ongoing maintenance, upgrades and enhancements.  While we maintain a rigorous process around selecting appropriate information technology systems and partnering with vendors, our failure to adequately do so could negatively impact our operations and competitive position.

We depend on our key personnel.

We depend on the efforts of our trustees and executive officers.  If one or more of them resign or otherwise cease to be employed by us, our business and results of operations and financial condition could be adversely affected.

Litigation risk could affect our business.

We may become involved in legal proceedings, claims, actions, inquiries and investigations in the ordinary course of business. These legal proceedings may include, but are not limited to, proceedings related to consumer, shareholder, securities, employment, environmental, development, condominium conversion, tort, eviction and commercial legal issues.  Litigation can be lengthy and expensive, and it can divert management's attention and resources. Results cannot be predicted with certainty, and an unfavorable outcome in litigation could result in liability material to our financial condition or results of operations.

Insurance policies can be costly and may not cover all losses, which may adversely affect our financial condition or results of operations.

The Company’s property, general liability and workers compensation insurance policies provide coverage with substantial per occurrence deductibles and/or self-insured retentions.  These self-insurance retentions can be a material portion of insurance losses in excess of the base deductibles.  While the Company has previously purchased incremental insurance coverage in the event of multiple non-catastrophic occurrences within the same policy year, these substantial deductible and self-insured retention amounts do expose the Company to greater potential for uninsured losses and this additional multiple occurrences coverage may not be available at all or on commercially reasonable terms in the future.  We believe the policy specifications and insured limits of these policies are adequate and appropriate; however, there are certain types of extraordinary losses which may not be adequately covered under our insurance program.  As a result, our financial results could be adversely affected and may vary significantly from period to period.

The Company relies on third-party insurance providers for its property, general liability, workers compensation and other insurance, and should any of them experience liquidity issues or other financial distress, it could negatively impact their ability to pay claims under the Company’s policies.

Earthquake risk:  Our policies insuring against earthquake losses have substantial deductibles which are applied to the values of the buildings involved in the loss.  With the geographic concentration of our properties, a single earthquake affecting a market may have a significant negative effect on our financial condition and results of operations. We cannot assure that an earthquake would not cause damage or losses greater than insured levels.  In the event of a loss in excess of insured limits, we could lose our capital invested in the affected property or market, as well as anticipated future revenue.

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Terrorism risk: The Company has terrorism insurance coverage which excludes losses from nuclear, biological and chemical attacks.  In the event of a terrorist attack impacting one or more of our properties, we could lose the revenues from the property, our capital investment in the property and possibly face liability claims from residents or others suffering injuries or losses.

Catastrophic weather and natural disaster risk:  Our properties may be located in areas that could experience catastrophic weather and other natural disasters from time to time, including wildfires, snow or ice storms, windstorms or hurricanes, flooding or other severe disasters.  These severe weather and natural disasters could cause substantial damages or losses to our properties which may not be covered or could exceed our insurance coverage.  Exposure to this risk could also result in a decrease in demand for properties located in these areas or affected by these conditions.

Climate change risk: To the extent that significant changes in the climate occur in areas where our properties are located, we may experience severe weather, which may result in physical damage to or decrease the demand for properties located in these areas or affected by these conditions. Should the impact of climate change be material in nature, significant property damage or destruction of our properties could result.  In addition, climate change could cause a significant increase in insurance premiums and deductibles or a decrease in the availability of coverage, either of which could expose the Company to even greater uninsured losses. Our financial condition or results of operations may be adversely affected. In addition, changes in federal, state and local legislation and regulation based on concerns about climate change could result in increased capital expenditures on our existing properties and our new development properties.

Provisions of our Declaration of Trust and Bylaws could inhibit changes in control.

Certain provisions of our Declaration of Trust and Bylaws may delay or prevent a change in control of the Company or other transactions that could provide the security holders with a premium over the then-prevailing market price of their securities or which might otherwise be in the best interest of our security holders.  This includes the Ownership Limit described above.  While our existing preferred shares/preference units do not have all of these provisions, any future series of preferred shares/preference units may have certain voting provisions that could delay or prevent a change in control or other transactions that might otherwise be in the interest of our security holders.  Our Bylaws require certain information to be provided by any security holder, or persons acting in concert with such security holder, who proposes business or a nominee at an annual meeting of shareholders, including disclosure of information related to hedging activities and investment strategies with respect to our securities.  These requirements could delay or prevent a change in control or other transactions that might otherwise be in the interest of our security holders.  The Board of Trustees may use its powers to issue preferred shares and to set the terms of such securities to delay or prevent a change in control of the Company even if a change in control were in the interest of the security holders.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

As of December 31, 2020, the Company, directly or indirectly through investments in title holding entities, owned all or a portion of 304 properties located in 9 states and the District of Columbia consisting of 77,889 apartment units.  See Item 1, Business , for additional information regarding the Company’s properties and the markets/metro areas upon which we are focused.  The Company’s properties are summarized by building type in the following table:

The Company’s properties are summarized by ownership type in the following table:

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The following table sets forth certain information by market relating to the Company’s properties at December 31, 2020 :

Note: Projects under development are not included in the Portfolio Summary until construction has been completed.

As of December 31, 2020, the Company’s same store occupancy was 94.4% and its total portfolio-wide occupancy, which includes completed development properties in various stages of lease-up, was 94.2%.  Certain of the Company’s properties are encumbered by mortgages and additional detail can be found on Schedule III – Real Estate and Accumulated Depreciation.  Garden-style are generally defined as properties with two and/or three story buildings while mid-rise/high-rise are defined as properties with greater than three story buildings.  These two property types typically provide residents with amenities, such as rooftop decks and swimming pools, fitness centers and community rooms.  In addition, many of our urban properties have non-residential components, such as parking garages and/or retail spaces.

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The properties currently in various stages of development and lease-up at December 31, 2020 , all of which are consolidated , are included in the following table:

Item 3. Legal Proceedings

As of December 31, 2020, the Company does not believe there is any litigation pending or threatened against it that, individually or in the aggregate, may reasonably be expected to have a material adverse effect on the Company.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Common Share/Unit Information (Equity Residential and ERP Operating Limited Partnership)

The Company’s Common Shares trade on the New York Stock Exchange under the trading symbol EQR.  There is no established public market for the Operating Partnership’s Units (OP Units and restricted units).  At February 12, 2021, the number of record holders of Common Shares was approximately 1,950 and 372,663,215 Common Shares were outstanding.  At February 12, 2021, the number of record holders of Units in the Operating Partnership was approximately 475 and 386,705,589 Units were outstanding.

Unregistered Common Shares Issued in the Quarter Ended December 31, 2020 (Equity Residential)

During the quarter ended December 31, 2020, EQR issued 22,768 Common Shares in exchange for 22,768 OP Units held by various limited partners of ERPOP.  OP Units are generally exchangeable into Common Shares on a one-for-one basis or, at the option of ERPOP, the cash equivalent thereof, at any time one year after the date of issuance.  These shares were either registered under the Securities Act of 1933, as amended (the “Securities Act”), or issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act and the rules and regulations promulgated thereunder, as these were transactions by an issuer not involving a public offering.  In light of the manner of the sale and information obtained by EQR from the limited partners in connection with these transactions, EQR believes it may rely on these exemptions.

Equity Compensation Plan Information

The following table provides information as of December 31, 2020 with respect to the Company’s Common Shares that may be issued under its existing equity compensation plans.

On June 27, 2019, the shareholders of EQR approved the Company's 2019 Plan and the Company has filed a Form S-8 registration statement to register 11,331,958 Common Shares under this plan. As of December 31, 2020, 10,512,390 shares were available for future issuance. In conjunction with the approval of the 2019 Plan, no further awards may be granted under the 2011 Plan. The 2019 Plan expires on June 27, 2029.

Any Common Shares issued pursuant to EQR’s incentive equity compensation and employee share purchase plans will result in ERPOP issuing OP Units to EQR on a one-for-one basis, with ERPOP receiving the net cash proceeds of such issuances.

Item 6. Reserved

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the results of operations and financial condition of the Company and the Operating Partnership should be read in connection with the Consolidated Financial Statements and Notes thereto.  Due to the Company’s ability to control the Operating Partnership and its subsidiaries, the Operating Partnership and each such subsidiary entity has been consolidated with the Company for financial reporting purposes, except for any unconsolidated properties/entities.  Capitalized terms used herein and not defined are as defined elsewhere in this Annual Report on Form 10-K.  In addition, please refer to the Definitions section below for various capitalized terms not immediately defined in this Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations .

Forward-Looking Statements

Forward-looking statements are intended to be made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  These statements are based on current expectations, estimates, projections and assumptions made by management.  While the Company’s management believes the assumptions underlying its forward-looking statements are reasonable, such information is inherently subject to uncertainties and may involve certain risks, which could cause actual results, performance or achievements of the Company to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements.  Many of these uncertainties and risks are difficult to predict and beyond management’s control, such as the current COVID-19 pandemic (see below for further discussion).  Forward-looking statements are not guarantees of future performance, results or events.  The forward-looking statements contained herein are made as of the date hereof and the Company undertakes no obligation to update or supplement these forward-looking statements.

In addition, these forward-looking statements are subject to risks related to the COVID-19 pandemic, many of which are unknown, including the duration and severity of the pandemic, the extent of the adverse health impact on the general population and on our residents, customers and employees in particular, its impact on the employment rate and the economy and the corresponding impact on our residents’ and tenants’ ability to pay their rent on time or at all, the impact on resident housing preferences especially for urban apartment living, the extent and impact of governmental responses, the rollout and effectiveness of vaccines and the impact of operational changes we have implemented and may implement in response to the pandemic.

Additional factors that might cause such differences are discussed in Part I of this Annual Report on Form 10-K, particularly those under Item 1A, Risk Factors .

Forward-looking statements and related uncertainties are also included in the Notes to Consolidated Financial Statements in this report.  The 2021 guidance assumptions disclosed throughout this Item 7 are based on current expectations and are forward-looking.

Overview

See Item 1, Business , for discussion regarding the Company’s overview.

Business Objectives and Operating and Investing Strategies

See Item 1, Business , for discussion regarding the Company’s business objectives and operating and investing strategies.

COVID-19 Impact

On March 11, 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic.  The continued rapid development and fast-changing nature of the COVID-19 pandemic creates many unknowns that have had and could continue to have a significant future impact on the Company.  Its duration, severity and the extent of the adverse health impact on the general population, our residents and employees, the rollout and effectiveness of vaccines and the potential long-term changes in customer preferences for living in our communities, are among the many unknowns.  These, among other items, have impacted the economy, the unemployment rate and our operations and could materially affect our future consolidated results of operations, financial condition, liquidity, investments and overall performance.  For additional details, see Item 1A, Risk Factors .

We have been supporting our residents and employees during the COVID-19 pandemic by:

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While the pandemic remains a significant health threat, cities continue to work towards safely re-opening their economies and to managing closures in ways that create the least amount of economic impact.  We expect that employers will bring back employees to their offices deliberately and safely.  We believe proximity to employment and to entertainment and social amenities in urban centers will continue to have value.  Employers also continue to invest in the future, committing to long-term office obligations in our markets where they continue to create collaborative work environments.

During the year ended December 31, 2020, the Company collected approximately 97% of its expected Residential revenues in the second, third and fourth quarters of 2020.  We believe that 2021 will be a year of recovery for the Company.  Operating trends are improving and we believe that the first half of 2021 will be the low point in our financial results.  Our affluent, well-employed resident base remains drawn to our nation’s great cities and we expect demand to accelerate and pricing to continue to improve as vaccines are widely administered and cities become more active.

Results of Operations

2020 and 2019 Transactions

In conjunction with our business objectives and operating and investing strategies, the following tables provide a rollforward of the transactions that occurred during the years ended December 31, 2020 and 2019:

Portfolio Rollforward

($ in thousands)

The consolidated property acquired was located in the Seattle market.  The consolidated properties disposed of were located in the Phoenix, San Diego, San Francisco and Washington D.C. markets and the sales generated an Unlevered IRR of 10.2%.

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Portfolio Rollforward

($ in thousands)

The consolidated properties acquired were located in the New York, Seattle, Washington D.C., San Francisco, Los Angeles and Denver markets.  The consolidated properties disposed of were located in the New York, Washington D.C., San Francisco and Boston markets and the sales generated an Unlevered IRR of 7.8%.  The consolidated properties development completions were located in the Boston and Seattle markets.  Finally, the Company started construction on two consolidated projects, located in the San Francisco and Washington D.C. markets, consisting of 354 apartment units totaling approximately $193.1 million of expected development costs.

See Note 4 in the Notes to Consolidated Financial Statements for additional discussion regarding the Company’s real estate transactions.

The Company’s guidance assumes consolidated rental acquisitions will be approximately equal to consolidated rental dispositions for the full year ending December 31, 2021.  We currently budget spending approximately $220.0 million on development costs during the year ending December 31, 2021, primarily for properties currently under construction.  Certain of these costs are expected to be funded by third-party construction mortgages and joint venture partner obligations.  Work at all of our development projects continues with no material delays after some construction disruptions due to COVID-19.

Same Store Results

Properties that the Company owned and were stabilized (see definition below) for all of both 2020 and 2019 (the “2020 Same Store Properties”), which represented 73,585 apartment units, impacted the Company’s results of operations.  The 2020 Same Store Properties are discussed in the following paragraphs.

The Company’s primary financial measure for evaluating each of its apartment communities is net operating income (“NOI”).  NOI represents rental income less direct property operating expenses (including real estate taxes and insurance).  The Company believes that NOI is helpful to investors as a supplemental measure of its operating performance because it is a direct measure of the actual operating results of the Company’s apartment properties.

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The following tables provide a rollforward of the apartment units included in Same Store Properties and a reconciliation of apartment units included in Same Store Properties to those included in Total Properties for the year ended December 31, 2020 :

Note: Properties are considered “stabilized” when they have achieved 90% occupancy for three consecutive months.  Properties are included in same store when they are stabilized for all of the current and comparable periods presented.

The following tables present reconciliations of operating income per the consolidated statements of operations to NOI, along with rental income, operating expenses and NOI per the consolidated statements of operations allocated between same store and non-same store results (amounts in thousands):

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The following table provides comparative total same store results and statistics for the 2020 Same Store Properties:

2020 vs. 2019

Same Store Results/Statistics Including 73,585 Same Store Apartment Units

$ in thousands (except for Average Rental Rate)

Note: Same store revenues for all leases are reflected on a straight - line basis in accordance with GAAP for the current and comparable periods.

The following table provides results and statistics related to our Residential same store operations for the years ended December 31, 2020 and 2019:

2020 vs. 2019

Same Store Residential Results/Statistics by Market

Note: The above table reflects Residential same store results only.  Residential operations account for approximately 97.3% of total revenues for the year ended December 31, 2020.

The following table includes select statistics for Residential same store properties presented on a suburban and urban basis.  Statistics for January 2021 are preliminary and Blended Rate is inclusive of Leasing Concessions.  The impact the COVID-19 pandemic is having on the operating performance in our markets and submarkets varies, with urban markets more challenged than suburban markets as presented below.

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The following table provides guidance for our expected full year 2021 same store operating performance:

Although 2020 has been the most challenging year that we have faced in our business, we believe that initial signs of improvement have emerged and are optimistic that 2021 will be a year of recovery.  We have begun to see improvements across our portfolio for both urban and suburban properties in Physical Occupancy and pricing.  Notably, this is the first time this has occurred since July 2020.  We continue to test price sensitivity in many markets by reducing both the value and quantity of Leasing Concessions being granted and are beginning to raise rents from recent prior months.  While forward trends are improving, our reported results for 2021, particularly in the first half, will continue to be severely impacted by the pandemic.  However, we believe our results will steadily improve through the second half of 2021 as recovery accelerates.  In the meantime, the Company remains focused on the following performance indicators:

In summary, the operating environment remains challenging but we are beginning to see what we believe are signs of improvement.  See below for specific discussion on operating performance by geographic market:

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D espite strong rent collections throughout the pandemic, its economic impact on a small subset of our residents and non-residential tenants has led to higher levels of bad debt than we have historically experienced.  We continue to work with our residents and non-residential tenants on payment plans and collections and our bad debt allowance policies remain consistent.  We expect our reserves and bad debt expense to remain elevated in 2021.  See Note 8 in the Notes to Consolidated Financial Statements for additional discussion of leases at December 31, 2020.

The following table provides comparative same store operating expenses for the 2020 Same Store Properties:

2020 vs. 2019

Total Same Store Operating Expenses for 73,585 Same Store Apartment Units

$ in thousands

We anticipate same store expenses to increase between 3.0% to 4.0% for 2021 as compared to 2020.  The increase in same store expenses is expected to be primarily due to the following items:

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The Company anticipates same store NOI to decline for the full year 2021 by approximately 15.0% to 12.0% as a result of the same store revenue and expense expectations discussed above.  Given the continued uncertainty resulting from the COVID-19 pandemic, we anticipate the possibility of greater variability around the midpoint, up or down, within these ranges than we would typically experience in the normal course of business.

See also Note 17 in the Notes to Consolidated Financial Statements for additional discussion regarding the Company’s segment disclosures.

Non-Same Store/Other Results

Non-same store/other NOI results for the year ended December 31, 2020 decreased approximately $22.4 million compared to the same period of 2019.  These results consist primarily of properties acquired in calendar years 2019 and 2020, operations from the Company’s development properties and operations prior to disposition from 2019 and 2020 sold properties.  This difference is due primarily to:

Comparison of the year ended December 31, 2020 to the year ended December 31, 2019

The following table presents a reconciliation of diluted earnings per share/unit for the year ended December 31, 2020 as compared to the same period in 2019:

The decrease in consolidated NOI is primarily a result of the Company’s lower NOI from same store properties, largely due to the economic impact from the COVID-19 pandemic, and disposition activity.  The following table presents the changes in the components of consolidated NOI for the year ended December 31, 2020 as compared to the same period in 2019:

Property management expenses include off-site expenses associated with the self-management of the Company’s properties as well as management fees paid to any third-party management companies.  These expenses decreased approximately $1.5 million or 1.6% during the year ended December 31, 2020 as compared to 2019.  This decrease is primarily attributable to decreases in payroll-related costs (inclusive of lower performance bonuses), travel costs and training/conference costs, partially offset by increases in

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information technology related costs specifically for various operating initiatives such as sales-focused improvements and service enhancements as well as increases in legal and professional fees .  The Company suspended the majority of all travel and training/conference activities as a result of the COVID-19 pandemic. The Company anticipates that property management expenses will approximate $96.5 million to $98.5 million for the year ending December 31, 2021.

General and administrative expenses, which include corporate operating expenses, decreased approximately $4.5 million or 8.4% during the year ended December 31, 2020 as compared to 2019, primarily due to decreases in payroll-related costs (inclusive of lower performance bonuses) as a result of the Company’s executive succession program during the past two years, decreases in travel costs and training/conference activities which were mostly suspended as a result of the COVID-19 pandemic and decreases in office rent as a result of the consolidation of space at the Company’s corporate headquarters.  The Company anticipates that general and administrative expenses will approximate $53.0 million to $55.0 million for the year ending December 31, 2021.

Depreciation expense, which includes depreciation on non-real estate assets, decreased approximately $10.3 million or 1.2% during the year ended December 31, 2020 as compared to 2019, primarily due to the Company being a net seller during 2020, which resulted in lower depreciation from properties sold in 2019 and 2020 as compared to the additional depreciation expense on properties acquired in 2019 and 2020 and development properties placed in service during 2019.

Net gain on sales of real estate properties increased approximately $84.2 million or 18.8% during the year ended December 31, 2020 as compared to 2019, primarily as a result of the sale of six consolidated apartment properties sold for a higher gain in 2020 as compared to the sale of eleven consolidated properties in 2019.

Interest and other income increased approximately $2.7 million or 85.4% during the year ended December 31, 2020 as compared to 2019.  The increase is primarily due to higher insurance/litigation settlement proceeds and other non-comparable items that occurred during 2020 but not during 2019, partially offset by decreases in short-term investment income on cash and restricted deposit accounts in 2020 as compared to 2019 due to a lower rate environment and lower overall invested balances.

Other expenses decreased approximately $0.7 million or 3.7% during the year ended December 31, 2020 as compared to 2019, primarily due to a decrease in various consulting costs related to a data analytics project which was completed in 2019 and litigation and environmental settlements, partially offset by increases in advocacy contributions and pursuit costs in 2020 as compared to 2019.

Interest expense, including amortization of deferred financing costs, decreased approximately $27.7 million or 6.9% during the year ended December 31, 2020 as compared to 2019.  The decrease is primarily due to lower overall debt balances outstanding between the periods as a result of deploying disposition proceeds to repay and discharge debt, as well as lower overall interest rates, partially offset by higher debt extinguishment costs in 2020 as compared to 2019.  The effective interest cost on all indebtedness, excluding debt extinguishment costs/prepayment penalties, for the year ended December 31, 2020 was 3.94% as compared to 4.20% in 2019.  The Company capitalized interest of approximately $10.2 million and $6.9 million during the years ended December 31, 2020 and 2019, respectively.  The Company anticipates that interest expense, excluding debt extinguishment costs/prepayment penalties, will approximate $270.0 million to $276.5 million and capitalized interest will approximate $14.5 million to $16.5 million for the year ending December 31, 2021.

Income and other tax expense increased approximately $3.1 million during the year ended December 31, 2020 as compared to 2019, primarily due to various alternative minimum tax credit refunds recognized in 2019 that did not occur in 2020.

Income from investments in unconsolidated entities decreased approximately $69.2 million during the year ended December 31, 2020 as compared to 2019, primarily as a result of a $69.5 million gain on the sale of two unconsolidated properties in 2019 that did not occur in 2020.

Net gain on sales of land parcels increased approximately $32.2 million during the year ended December 31, 2020 as compared to 2019, primarily due to a higher gain on the sale of two land parcels in 2020 as compared to the sale of two land parcels in 2019.

Net (income) loss attributable to Noncontrolling Interests in partially owned properties decreased approximately $11.6 million during the year ended December 31, 2020 as compared to 2019 , primarily as a result of noncontrolling interest allocations related to the sale of one partially owned apartment property in 2020 as compared to no sales in 2019.

For comparison of the year ended December 31, 2019 to the year ended December 31, 2018, refer to Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations , included in the Company’s and the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2019.

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Liquidity and Capital Resources

The Company believes its current liquidity position is strong despite the impact of the COVID-19 pandemic.  With approximately $2.0 billion in readily available liquidity, limited near-term maturities, very strong credit metrics and ample access to capital markets at historically low rates, the Company believes it is well positioned to meet its future obligations.  See further discussion below.

Short-Term Liquidity and Cash Proceeds

The Company generally expects to meet its short-term liquidity requirements, including capital expenditures related to maintaining its existing properties and scheduled unsecured note and mortgage note repayments, through its working capital, net cash provided by operating activities and borrowings under the Company’s revolving credit facility and commercial paper program.  Currently, the Company considers its cash provided by operating activities to be adequate to meet operating requirements and payments of distributions.

The following table presents the Company’s balances for cash and cash equivalents, restricted deposits and the available borrowing capacity on its revolving credit facility as of December 31, 2020 and 2019 (amounts in thousands):

During the year ended December 31, 2020, the Company generated proceeds from various transactions, which included the following:

During the year ended December 31, 2020, the above proceeds along with net cash flow from operations and borrowings from the Company’s revolving line of credit and commercial paper program were primarily utilized to:

Credit Facility and Commercial Paper Program

The Company has a $2.5 billion unsecured revolving credit facility maturing November 1, 2024.  The Company has the ability to increase available borrowings by an additional $750.0 million by adding lenders to the facility, obtaining the agreement of existing lenders to increase their commitments or incurring one or more term loans.  The interest rate on advances under the facility will generally be LIBOR plus a spread (currently 0.775%), or based on bids received from the lending group, and the Company pays an annual facility fee (currently 0.125%).  Both the spread and the facility fee are dependent on the Company’s senior unsecured credit rating.

The unsecured revolving credit agreement contains provisions that establish a process for entering into an amendment to replace LIBOR under certain circumstances, such as the anticipated phase-out of LIBOR by the end of 2021. At this time, it cannot be determined with certainty what interest rate(s) may succeed LIBOR, if any, and how any successor or alternative rates for LIBOR may affect borrowing costs or the availability of variable interest rate borrowings.

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The Company ma y borrow up to a maximum of $1.0 b illion under its commercia l paper program subject to market conditio ns. The notes will be sold under customary terms in the United States commercial paper note market and will rank pari passu with all of the Company’s other unsecured senior indebtedness. While the COVID-19 pandemic initially caused temporary disruption s in the commercial paper market in March 2020, the Company has maintained access to this market and expects to continue to be able to do so in the future.

The Company limits its utilization of the revolving credit facility in order to maintain liquidity to support its $1.0 billion commercial paper program along with certain other obligations.  The following table presents the availability on the Company’s unsecured revolving credit facility as of February 12, 2021 (amounts in thousands):

Dividend Policy

The Company determines its dividends/distributions based on actual and projected financial conditions, the Company’s actual and projected liquidity and operating results, the Company’s projected cash needs for capital expenditures and other investment activities and such other factors as the Company’s Board of Trustees deems relevant.  The Company declared a dividend/distribution for each quarter in 2020 of $0.6025 per share/unit, an annualized increase of 6.2% over the amount paid in 2019.  All future dividends/distributions remain subject to the discretion of the Company’s Board of Trustees.

Total dividends/distributions paid in January 2021 amounted to $232.3 million (excluding distributions on Partially Owned Properties), which consisted of certain distributions declared during the quarter ended December 31, 2020.

Long-Term Financing and Capital Needs

The Company expects to meet its long-term liquidity requirements, such as lump sum unsecured note and mortgage debt maturities, property acquisitions and financing of development activities, through the issuance of secured and unsecured debt and equity securities (including additional OP Units), proceeds received from the disposition of certain properties and joint ventures, along with cash generated from operations after all distributions.  The Company has a significant number of unencumbered properties available to secure additional mortgage borrowings should unsecured capital be unavailable or the cost of alternative sources of capital be too high.  The value of and cash flow from these unencumbered properties are in excess of the requirements the Company must maintain in order to comply with covenants under its unsecured notes and line of credit. Of the $27.2 billion in investment in real estate on the Company’s balance sheet at December 31, 2020, $23.2 billion or 85.3% was unencumbered.  However , there can be no assurances that these sources of capital will be available to the Company in the future on acceptable terms or otherwise.

EQR issues equity and guarantees certain debt of the Operating Partnership from time to time.  EQR does not have any indebtedness as all debt is incurred by the Operating Partnership.

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The Company’s total debt summary and debt maturity schedules as of December 31, 2020 are as follows:

Debt Summary as of December 31, 2020

($ in thousands)

Debt Maturity Schedule as of December 31, 2020

($ in thousands)

See Note 9 in the Notes to Consolidated Financial Statements for additional discussion of debt at December 31, 2020.

The Company’s “Consolidated Debt-to-Total Market Capitalization Ratio” as of December 31, 2020 is presented in the following table.  The Company calculates the equity component of its market capitalization as the sum of (i) the total outstanding Common Shares and assumed conversion of all Units at the equivalent market value of the closing price of the Company’s Common Shares on the New York Stock Exchange and (ii) the liquidation value of all perpetual preferred shares outstanding.

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Equity Residential

Capital Structure as of December 31, 2020

(Amounts in thousands except for share/unit and per share amounts)

The Operating Partnership’s “Consolidated Debt-to-Total Market Capitalization Ratio” as of December 31, 2020 is presented in the following table.  The Operating Partnership calculates the equity component of its market capitalization as the sum of (i) the total outstanding Units at the equivalent market value of the closing price of the Company’s Common Shares on the New York Stock Exchange and (ii) the liquidation value of all perpetual preference units outstanding.

ERP Operating Limited Partnership

Capital Structure as of December 31, 2020

(Amounts in thousands except for unit and per unit amounts)

EQR and ERPOP currently have an active universal shelf registration statement for the issuance of equity and debt securities that automatically became effective upon filing with the SEC in June 2019 and expires in June 2022.  Per the terms of ERPOP’s partnership agreement, EQR contributes the net proceeds of all equity offerings to the capital of ERPOP in exchange for additional OP Units (on a one-for-one Common Share per OP Unit basis) or preference units (on a one-for-one preferred share per preference unit basis).

The Company has an At-The-Market (“ATM”) share offering program which allows EQR to sell Common Shares from time to time into the existing trading market at current market prices as well as through negotiated transactions.  In June 2019, the Company extended the program maturity to June 2022.  In connection with the extension, the Company may now also sell Common Shares under forward sale agreements.  The use of a forward sale agreement would allow the Company to lock in a price on the sale of Common Shares at the time the agreement is executed, but defer receiving the proceeds from the sale until a later date.  EQR has the authority to issue 13.0 million shares but has not issued any shares under this program since September 2012.  EQR may, but shall have no obligation to, sell Common Shares through the ATM share offering program in amounts and at times to be determined by EQR.  Actual sales will depend on a variety of factors, including (among others) market conditions, the trading price of EQR’s Common Shares and determinations of the appropriate sources of funding for EQR. Through February 12, 2021, EQR has cumulatively issued approximately 16.7 million Common Shares at an average price of $48.53 per share for total consideration of approximately $809.9 million.

The Company may repurchase up to 13.0 million Common Shares under its share repurchase program.  No open market repurchases have occurred since 2008 and no repurchases of any kind have occurred since February 2014. EQR may, but shall have no obligation to, repurchase Common Shares through the share repurchase program in amounts and at times to be determined by EQR.  Actual repurchases will depend on a variety of factors, including (among others) market conditions, the trading price of EQR’s

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Common Shares and other opportunities for the investment of available capital. As of February 12 , 20 2 1 , EQR has remaining authorization to repurchase up to 13 . 0 million of its shares.

ERPOP’s long-term senior debt ratings and short-term commercial paper ratings, as well as EQR’s long-term preferred equity ratings, have been reaffirmed during the COVID-19 pandemic by all three rating agencies listed below and all continue to maintain a stable outlook.  As of February 12, 2021, the ratings are as follows:

See Note 18 in the Notes to Consolidated Financial Statements for discussion of the events, if any, which occurred subsequent to December 31, 2020.

Debt Covenants

The Company’s unsecured debt includes certain financial and operating covenants including, among other things, maintenance of certain financial ratios.  These provisions are contained in the indentures applicable to each note payable or the credit agreement for our line of credit.  The Company was in compliance with its unsecured debt covenants for all periods presented. The following table presents the Company’s selected unsecured public debt covenants as of December 31, 2020 and 2019 :

Note: These selected covenants represent the most restrictive financial covenants relating to ERPOP’s outstanding public debt securities and are defined in the indenture relating to such securities.  The Company maintains substantial additional borrowing capacity and, as reflected by the above selected covenant information, believes it could currently incur substantial additional debt before it would breach any of its debt covenants.

Capitalization of Fixed Assets and Improvements to Real Estate

Our policy with respect to capital expenditures is generally to capitalize expenditures that improve the value of the property or extend the useful life of the component asset of the property.  We track improvements to real estate in three major categories and several subcategories:

All replacements are depreciated over a five to ten-year estimated useful life.  We expense as incurred all make-ready maintenance and turnover costs such as cleaning, interior painting of individual apartment units and the repair of any replacement item noted above.

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All building improvements are depreciated over a five to fifteen-year estimated useful life.  We capitalize building improvements and upgrades only if the item: (i) exceeds $2,500 (selected projects may be restricted by other thresholds); (ii) extends the useful life of the asset; and (iii) improves the value of the asset.

The third major category is renovations, which primarily consists of expenditures for kitchens and baths designed to reposition the apartment units/properties for higher rental levels in their respective markets.  All renovation expenditures are depreciated over a ten-year estimated useful life.

For the year ended December 31, 2020, our actual capital expenditures to real estate included the following (amounts in thousands except for apartment unit and per apartment unit amounts):

Capital Expenditures to Real Estate

For the Year Ended December 31, 2020

For the year ended December 31, 2019, our actual capital expenditures to real estate included the following (amounts in thousands except for apartment unit and per apartment unit amounts):

Capital Expenditures to Real Estate

For the Year Ended December 31, 2019

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The COVID-19 pandemic has led us to temporarily slow our capital expenditures, including our renovation activities, to those deemed essential.  Governmental movement restrictions, social distancing requirements, and in some cases, difficulty in procuring materials and labor make continuing these activities more difficult.

The Company estimates that during 2021 it will spend approximately $1,950 per same store apartment unit or $150.0 million of total capital expenditures to real estate for same store properties.  Included in these total expected expenditures are approximately $25.0 million for apartment unit renovation expenditures on approximately 1,250 same store apartment units at an average cost of approximately $20,000 per apartment unit renovated.  The anticipated total capital expenditures to real estate for same store properties represent a higher absolute and per unit dollar amount as compared to 2020 but a lower absolute and per unit dollar amount as compared to 2019, as the Company anticipates slowly returning its capital expenditure activity to more normalized pre-COVID-19 levels.

During the year ended December 31, 2020, the Company’s total non-real estate capital additions, such as computer software, computer equipment, and furniture and fixtures and leasehold improvements to the Company’s property management offices and its corporate offices, were approximately $20.1 million.  The Company expects to fund approximately $2.1 million in total non-real estate capital additions in 2021. These anticipated fundings are significantly lower than in 2020 primarily due to corporate office renovations completed during 2020.

Derivative Instruments

In the normal course of business, the Company is exposed to the effect of interest rate changes.  The Company may seek to manage these risks by following established risk management policies and procedures including the use of derivatives to hedge interest rate risk on debt instruments.  The Company may also use derivatives to manage commodity prices in the daily operations of the business.

The Company has a policy of only entering into derivative contracts with major financial institutions based upon their credit ratings and other factors.  When viewed in conjunction with the underlying and offsetting exposure that the derivatives are designed to hedge, the Company has not sustained a material loss from these instruments nor does it anticipate any material adverse effect on its net income or financial position in the future from the use of derivatives it currently has in place.

See Note 10 in the Notes to Consolidated Financial Statements for additional discussion of derivative instruments at December 31, 2020.

Definitions

The definition of certain terms described above or below are as follows:

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Off-Balance Sheet Arrangements and Contractual Obligations

The Company has various unconsolidated interests in certain joint ventures.  The Company does not believe that these unconsolidated investments have a materially different impact on its liquidity, cash flows, capital resources, credit or market risk than

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its consolidated operating and/or o ther activities.  See also Note 6 in the Notes to Consolidated Financial Statements for additional discussion regarding the Company’s investments in partially owned entities.  See also Note 16 in the Notes to Consolidated Financial Statements for discussion regarding the Company’s development projects.

The following table summarizes the Company’s contractual obligations for the next five years and thereafter as of December 31, 2020:

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to use judgment in the application of accounting policies, including making estimates and assumptions.  If our judgment or interpretation of the facts and circumstances relating to various transactions had been different or different assumptions were made, it is possible that different accounting policies would have been applied, resulting in different financial results or different presentation of our financial statements.

The Company’s significant accounting policies are described in Note 2 in the Notes to Consolidated Financial Statements.  These policies were followed in preparing the consolidated financial statements at and for the year ended December 31, 2020.

The Company has identified the significant accounting policies below as critical accounting policies.  These critical accounting policies are those that have the most impact on the reporting of our financial condition and those requiring significant judgments and estimates.  With respect to these critical accounting policies, management believes that the application of judgments and estimates is consistently applied and produces financial information that fairly presents the results of operations for all periods presented.

Impairment of Long-Lived Assets

The Company periodically evaluates its long-lived assets, including its investment in real estate, for indicators of impairment.  The judgments regarding the existence of impairment indicators are based on factors such as operational performance, market conditions, legal, regulatory and environmental concerns, the Company’s intent and ability to hold the related asset, as well as any significant cost overruns on development properties.  Future events could occur which would cause the Company to conclude that impairment indicators exist and an impairment loss is warranted.  Assessing impairment can be complex and involves a high degree of subjectivity in determining if indicators are present and in estimating the future undiscounted cash flows or the fair value of an asset.  In particular, these estimates are sensitive to significant assumptions, including the estimation of future rental revenues, operating expenses, discount and capitalization rates and our intent and ability to hold the related asset, all of which could be affected by our expectations about future market or economic conditions.  These estimates can have a significant impact on the undiscounted cash flows or estimated fair value of an asset.

Acquisition of Investment Properties

The Company allocates the purchase price of properties that meet the definition of an asset acquisition to net tangible and identified intangible assets acquired based on their relative fair values.  In making estimates of relative fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent appraisals that may be obtained in

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connection with the acquisition or financing of the respective property, our own analysis of recently acquired and existing comparable properties in our portfolio and other market data.  The Company also considers information obtained about each property as a result of its pre-acquisition due diligence, marketing and leasing activities in estimating the relative fair value of the tangible and intangible assets acquired.

Funds From Operations and Normalized Funds From Operations

The following is the Company’s and the Operating Partnership’s reconciliation of net income to FFO available to Common Shares and Units / Units and Normalized FFO available to Common Shares and Units / Units for each of the three years ended December 31, 2020:

Funds From Operations and Normalized Funds From Operations

(Amounts in thousands)

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Item 7A. Quantitative and Qualitative Disclosures about Market Risk

The Company is exposed to market risk from financial instruments primarily from changes in interest rates.  Such risks derive from the refinancing of debt maturities, from exposure to interest rate fluctuations on floating rate debt and from derivative instruments utilized to swap fixed rate debt to floating or to hedge rates in anticipation of future debt issuances.  Our operating results are, therefore, affected by changes in short-term interest rates, primarily London interbank offered rate (“LIBOR”) and Securities Industry and Financial Markets Association (“SIFMA”) indices, which directly impact borrowings under our revolving credit facility and interest on secured and unsecured borrowings contractually tied to such rates.  Short-term interest rates also indirectly affect the discount on notes issued under our commercial paper program.  Additionally, we have exposure to long-term interest rates, particularly U.S. Treasuries as they are utilized to price our long-term borrowings and therefore affect the cost of refinancing existing debt or incurring additional debt.

The Company monitors and manages interest rates as part of its risk management process, by targeting adequate levels of floating rate exposure and an appropriate debt maturity profile.  From time to time, we may utilize derivative instruments to manage interest rate exposure and to comply with the requirements of certain lenders, but not for trading or speculative purposes.  See also Note 10 in the Notes to Consolidated Financial Statements for additional discussion of derivative instruments.

The Company had total variable rate debt of $0.8 billion, representing 10.0% of total debt, and $1.4 billion, representing 15.3% of total debt, as of December 31, 2020 and 2019, respectively.  If interest rates had been 100 basis points higher in 2020 and 2019 and average balances coincided with year end balances, our annual interest expense would have been $8.1 million and $13.8 million higher, respectively.  Unsecured notes issued under the Company’s commercial paper program are treated as variable rate debt for the purposes of this calculation even though they do not have a stated interest rate, given their short-term nature.  The effect of derivatives, if applicable, is also considered when computing the total amount of variable rate debt.

Changes in interest rates also affect the estimated fair market value of our fixed rate debt, computed using a discounted cash flow model.  As of December 31, 2020, the Company had total outstanding fixed rate debt of $7.2 billion, or 90.0% of total debt, with an estimated fair market value of $8.2 billion.  If interest rates had been 100 basis points lower as of December 31, 2020, the estimated fair market value would have increased by approximately $686.6 million.  As of December 31, 2019, the Company had total outstanding fixed rate debt of $7.7 billion, or 84.7% of total debt, with an estimated fair market value of $8.2 billion.  If interest rates had been 100 basis points lower as of December 31, 2019, the estimated fair market value would have increased by approximately $664.4 million.

These amounts were determined by considering the impact of hypothetical interest rates on the Company’s financial instruments.  These analyses do not consider the effects of the changes in overall economic activity that could exist in such an environment.  Further, in the event of changes of such magnitude, management would likely take actions to further mitigate its exposure to these changes.  However, due to the uncertainty of the specific actions that would be taken and their possible effects, this analysis assumes no changes in the Company’s financial structure or results.

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The Company cannot predict the effect of adverse changes in interest rates on its debt and derivative instruments and, therefore, its exposure to market risk, nor can there be any assurance that long-term debt will be available at advantageous pricing.  Consequently, future results may differ materially from the estimated adverse changes discussed above.

Item 8. Financial Statements and Supplementary Data

See Index to Consolidated Financial Statements and Schedule on page F-1 of this Form 10-K.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Equity Residential

(a) Evaluation of Disclosure Controls and Procedures:

Effective as of December 31, 2020, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15.  Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in its Exchange Act filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

(b) Management’s Report on Internal Control over Financial Reporting:

Equity Residential’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act.  Under the supervision and with the participation of management, including the Company’s Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Therefore, even those systems determined to be effective can only provide reasonable assurance with respect to financial statement preparation and presentation.

Based on the Company’s evaluation under the framework in Internal Control – Integrated Framework, management concluded that its internal control over financial reporting was effective as of December 31, 2020.  Our internal control over financial reporting has been audited as of December 31, 2020 by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included herein.

(c) Changes in Internal Control over Financial Reporting:

There were no changes to the internal control over financial reporting of the Company identified in connection with the Company’s evaluation referred to above that occurred during the fourth quarter of 2020 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ERP Operating Limited Partnership

(a) Evaluation of Disclosure Controls and Procedures:

Effective as of December 31, 2020, the Operating Partnership carried out an evaluation, under the supervision and with the participation of the Operating Partnership’s management, including the Chief Executive Officer and Chief Financial Officer of EQR, of the effectiveness of the Operating Partnership’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15.  Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective to ensure that information required to be disclosed by the Operating Partnership in its Exchange Act filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

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(b) Management’s Report on Internal Control over Financial Reporting:

ERP Operating Limited Partnership’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act.  Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer of EQR, management conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Therefore, even those systems determined to be effective can only provide reasonable assurance with respect to financial statement preparation and presentation.

Based on the Operating Partnership’s evaluation under the framework in Internal Control – Integrated Framework, management concluded that its internal control over financial reporting was effective as of December 31, 2020.  Our internal control over financial reporting has been audited as of December 31, 2020 by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included herein.

(c) Changes in Internal Control over Financial Reporting:

There were no changes to the internal control over financial reporting of the Operating Partnership identified in connection with the Operating Partnership’s evaluation referred to above that occurred during the fourth quarter of 2020 that have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.

Item 9B. Other Information

None.

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PART III

Items 10, 11, 12, 13 and 14.

Trustees, Executive Officers and Corporate Governance; Executive Compensation; Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters; Certain Relationships and Related Transactions, and Trustee Independence; and Principal Accounting Fees and Services

The information required by Item 10, Item 11, Item 12, Item 13 and Item 14 is incorporated by reference to, and will be contained in, Equity Residential’s Proxy Statement, which the Company intends to file no later than 120 days after the end of its fiscal year ended December 31, 2020, and thus these items have been omitted in accordance with General Instruction G(3) to Form 10-K. Equity Residential is the general partner and 96.4% owner of ERP Operating Limited Partnership.

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PART IV

Item 15. Exhibits, Financial Statement Schedules

(a) The following documents are filed as part of this Report:

Item 16. Form 10-K Summary

None.

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EXHIBIT INDEX

The exhibits listed below are filed as part of this report.  References to exhibits or other filings under the caption “Location” indicate that the exhibit or other filing has been filed, that the indexed exhibit and the exhibit referred to are the same and that the exhibit referred to is incorporated by reference.  The Commission file numbers for our Exchange Act filings referenced below are 1-12252 (Equity Residential) and 0-24920 (ERP Operating Limited Partnership).

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*Management contracts and compensatory plans or arrangements filed as exhibits to this report are identified by an asterisk.

**Filed on paper – hyperlink is not required pursuant to Rule 105 of Regulation S-T.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

POWER OF ATTORNEY

KNOW ALL MEN/WOMEN BY THESE PRESENTS, that each person whose signature appears below, hereby constitutes and appoints Mark J. Parrell, Robert A. Garechana and Ian S. Kaufman, or any of them, his or her attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her in any and all capacities, to do all acts and things which said attorneys and agents, or any of them, deem advisable to enable the company to comply with the Securities Exchange Act of 1934, as amended, and any requirements or regulations of the Securities and Exchange Commission in respect thereof, in connection with the company’s filing of an annual report on Form 10-K for the company’s fiscal year 2020, including specifically, but without limitation of the general authority hereby granted, the power and authority to sign his or her name as a trustee or officer, or both, of the company, as indicated below opposite his or her signature, to the Form 10-K, and any amendment thereto; and each of the undersigned does hereby fully ratify and confirm all that said attorneys and agents, or any of them, or the substitute of any of them, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of each registrant and in the capacities set forth below and on the dates indicated:

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

All other schedules have been omitted because they are inapplicable, not required or the information is included elsewhere in the consolidated financial statements or notes thereto.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Trustees

Equity Residential

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Equity Residential (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations and comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 18, 2021 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.

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REPORT OF INDEPENDENT REGIST ERED PUBLIC ACCOUNTING FIRM

To the Partners

ERP Operating Limited Partnership

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of ERP Operating Limited Partnership (the Operating Partnership) as of December 31, 2020 and 2019, the related consolidated statements of operations and comprehensive income, changes in capital and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Operating Partnership at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Operating Partnership’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 18, 2021 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Operating Partnership’s management. Our responsibility is to express an opinion on the Operating Partnership’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.

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REPORT OF INDEPENDENT REGISTE RED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Trustees

Equity Residential

Opinion on Internal Control over Financial Reporting

We have audited Equity Residential’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Equity Residential (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, the related consolidated statements of operations and comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 18, 2021 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and trustees of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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REPORT OF INDEPENDENT REGISTE RED PUBLIC ACCOUNTING FIRM

To the Partners

ERP Operating Limited Partnership

Opinion on Internal Control over Financial Reporting

We have audited ERP Operating Limited Partnership’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, ERP Operating Limited Partnership (the Operating Partnership) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Operating Partnership as of December 31, 2020 and 2019, the related consolidated statements of operations and comprehensive income, changes in capital and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 18, 2021 expressed an unqualified opinion thereon.

Basis for Opinion

The Operating Partnership’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Operating Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and trustees of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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EQUITY RESIDENTIAL

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands except for share amounts)

See accompanying notes

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EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Amounts in thousands except per share data)

See accompanying notes

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EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Continued)

(Amounts in thousands except per share data)

See accompanying notes

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EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

See accompanying notes

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EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

See accompanying notes

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EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

See accompanying notes

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EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Amounts in thousands except per share data)

See accompanying notes

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EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Continued)

(Amounts in thousands except per share data)

See accompanying notes

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ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)

See accompanying notes

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ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Amounts in thousands except per Unit data)

See accompanying notes

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ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Continued)

(Amounts in thousands except per Unit data)

See accompanying notes

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ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

See accompanying notes

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ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

See accompanying notes

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ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands)

See accompanying notes

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ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL

(Amounts in thousands except per Unit data)

See accompanying notes

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ERP OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL (Continued)

(Amounts in thousands except per Unit data)

See accompanying notes

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EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.

Business

Equity Residential (“EQR”) is an S&P 500 company focused on the acquisition, development and management of residential properties located in and around dynamic cities that attract high quality long-term renters, a business that is conducted on its behalf by ERP Operating Limited Partnership (“ERPOP”).  EQR is a Maryland real estate investment trust (“REIT”) formed in March 1993 and ERPOP is an Illinois limited partnership formed in May 1993.  References to the “Company,” “we,” “us” or “our” mean collectively EQR, ERPOP and those entities/subsidiaries owned or controlled by EQR and/or ERPOP.  References to the “Operating Partnership” mean collectively ERPOP and those entities/subsidiaries owned or controlled by ERPOP.  Unless otherwise indicated, the notes to consolidated financial statements apply to both the Company and the Operating Partnership.

EQR is the general partner of, and as of December 31, 2020 owned an approximate 96.4 % ownership interest in, ERPOP.  All of the Company’s property ownership, development and related business operations are conducted through the Operating Partnership and EQR has no material assets or liabilities other than its investment in ERPOP.  EQR issues equity from time to time, the net proceeds of which it is obligated to contribute to ERPOP, but does not have any indebtedness as all debt is incurred by the Operating Partnership.  The Operating Partnership holds substantially all of the assets of the Company, including the Company’s ownership interests in its joint ventures.  The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity.

As of December 31, 2020, the Company, directly or indirectly through investments in title holding entities, owned all or a portion of 304 properties located in 9 states and the District of Columbia consisting of 77,889 apartment units. The ownership breakdown includes (table does not include various uncompleted development properties):

		Properties				Apartment Units
Wholly Owned Properties			287				74,328
Master-Leased Property – Consolidated			1				162
Partially Owned Properties – Consolidated			16				3,399
			304				77,889

The “Wholly Owned Properties” are accounted for under the consolidation method of accounting.  The “Master-Leased Property – Consolidated” is wholly owned by the Company but the entire project is leased to a third-party corporate housing provider.  This property is consolidated and reflected as a real estate asset while the master lease is accounted for as an operating lease.  The “Partially Owned Properties – Consolidated” are controlled by the Company, but have partners with noncontrolling interests and are accounted for under the consolidation method of accounting and qualify as variable interest entities.

COVID-19 Pandemic

The continued rapid development and fast-changing nature of the novel coronavirus (“COVID-19”) pandemic creates many unknowns that have had and could continue to have a significant future impact on the Company.  Its duration, severity and the extent of the adverse health impact on the general population, our residents and employees, the rollout and effectiveness of vaccines and the potential long-term changes in customer preferences for living in our communities, are among the many unknowns.  These, among other items, have impacted the economy, the unemployment rate and our operations and could materially affect our future consolidated results of operations, financial condition, liquidity, investments and overall performance.

2.	Summary of Significant Accounting Policies

Basis of Presentation

Due to the Company’s ability as general partner to control either through ownership or by contract the Operating Partnership and its subsidiaries, the Operating Partnership and each such subsidiary has been consolidated with the Company for financial reporting purposes, except for any unconsolidated properties/entities.

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Real Estate Assets and Depreciation of Investment in Real Estate

The Company expects that substantially all of its transactions will be accounted for as asset acquisitions.  In an asset acquisition, the Company is required to capitalize transaction costs and allocate the purchase price on a relative fair value basis.  For the years ended December 31, 2020 and 2019, all acquisitions were considered asset acquisitions.

For asset acquisitions, the Company allocates the purchase price of the net tangible and identified intangible assets on a relative fair value basis.  In making estimates of relative fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property, our own analysis of recently acquired and existing comparable properties in our portfolio and other market data.  The Company also considers information obtained about each property as a result of its pre-acquisition due diligence, marketing and leasing activities in estimating the relative fair value of the tangible and intangible assets/liabilities acquired.  The Company allocates the purchase price of acquired real estate to various components as follows:

•

Land – Based on actual purchase price adjusted to an allocation of the relative fair value (as necessary) if acquired separately or market research/comparables if acquired with an operating property.

•

Furniture, Fixtures and Equipment – Ranges between $ 15,000 and $ 40,000 per apartment unit acquired as an estimate of the allocation of the relative fair value of the appliances and fixtures inside an apartment unit.  The per-apartment unit amount applied depends on the economic age of the apartment units acquired.  Depreciation is calculated on the straight-line method over an estimated useful life of five to ten years .

•

Lease Intangibles – The Company considers the value of acquired in-place leases and above/below market leases and the amortization period is the average remaining term of each respective acquired lease.  In-place residential leases’ average term at acquisition approximates six months .  In-place non-residential leases’ term at acquisition approximates the average remaining term of all acquired non-residential leases.  See Note 8 for more information on ground lease intangibles.

•

Other Intangible Assets – The Company considers whether it has acquired other intangible assets, including any customer relationship intangibles and the amortization period is the estimated useful life of the acquired intangible asset.

•

Building – Based on the allocation of the relative fair value determined on an “as-if vacant” basis.  Depreciation is calculated on the straight-line method over an estimated useful life of thirty years .

•

Long-Term Debt – The Company calculates the allocation of the relative fair value by discounting the remaining contractual cash flows on each instrument at the current market rate for those borrowings.

Replacements inside an apartment unit such as appliances and carpeting are depreciated over an estimated useful life of five to ten years .  Renovation expenditures for ordinary maintenance and repairs are expensed to operations as incurred and significant renovations and improvements that improve and/or extend the useful life of the asset are capitalized over their estimated useful life, generally five to fifteen years .  Initial direct leasing costs are expensed as incurred as such expense approximates the deferral and amortization of initial direct leasing costs over the lease terms.

Property dispositions are recorded when control transfers to unrelated third parties, contingencies have been removed and sufficient cash consideration has been received by the Company.  Upon disposition, the related costs and accumulated depreciation are removed from the respective accounts.  Any gain or loss on sale is recognized in accordance with accounting principles generally accepted in the United States.

The Company classifies real estate assets as real estate held for sale when it is probable a property will be disposed of.  The Company classifies properties under development and/or expansion and properties in the lease-up phase (including land) as construction-in-progress until construction has been completed and certificates of occupancy permits have been obtained.

Impairment of Long-Lived Assets

At least quarterly, the Company evaluates its long-lived assets, including its investment in real estate, for indicators of impairment.  The judgments regarding the existence of impairment indicators are based on factors such as operational performance, market conditions, legal, regulatory and environmental concerns, the Company’s intent and ability to hold the related asset, as well as any significant cost overruns on development properties.  Future events could occur which would cause the Company to conclude that impairment indicators exist and an impairment loss is warranted.  If an impairment indicator exists, the Company performs the following:

•

For long-lived operating assets to be held and used, the Company compares the expected future undiscounted cash flows for the long-lived asset against the carrying amount of that asset.  If the sum of the estimated undiscounted cash flows is less than the carrying amount of the asset, the Company would make an estimate of the fair value for the particular asset

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and would record an impairment loss for the difference between the estimated fair value and the carrying amount of the asset. In determining the future undiscounted cash flows or the estimated fair value of an asset there is judgment in estimating the expected future rental revenues, operating expenses and discount and capitalization rates.

•

For long-lived non-operating assets (projects under development and land held for development), management evaluates major cost overruns, market conditions that could affect lease-up projections, intent and ability to hold the asset and any other indicators of impairment.  If any of the indicators were to suggest impairment was present, the carrying value of the asset would be adjusted accordingly to fair value.

•

For long-lived assets to be disposed of, an impairment loss is recognized when the estimated fair value of the asset, less the estimated cost to sell, is less than the carrying amount of the asset measured at the time that the Company has determined it will sell the asset.  Long-lived assets held for sale and the related liabilities are separately reported, with the long-lived assets reported at the lower of their carrying amounts or their estimated fair values, less their costs to sell, and are not depreciated after reclassification to real estate held for sale.

Impairment of Investments in Unconsolidated Entities

At least quarterly, the Company evaluates its investments in unconsolidated entities, including any multifamily real estate assets held by a joint venture, for indicators of other than temporary impairment, considering whether there has been a change to events or circumstances that would impact recoverability of the Company’s investment as well as any changes with regards to the Company's intent and ability to hold the investment to recover its carrying value.

Cost Capitalization

See the Real Estate Assets and Depreciation of Investment in Real Estate section for a discussion of the Company’s policy with respect to capitalization vs. expensing of fixed asset/repair and maintenance costs.  For all development, capital and renovation projects, the Company uses its professional judgment in determining whether such costs meet the criteria for capitalization or must be expensed as incurred.  The Company capitalizes interest, real estate taxes and insurance, as well as payroll for those individuals directly responsible for and who spend their time on the execution and supervision of development activities.  Additionally, the Company capitalizes payroll for those individuals directly responsible for and who spend their time on the execution and supervision of major capital and/or renovation projects.  Capitalization ends when the asset, or a portion of the asset, is substantially completed and ready for its intended use.  These costs are reflected on the balance sheets as increases to depreciable property and/or construction-in-progress.

During the years ended December 31, 2020, 2019 and 2018, the Company capitalized $ 12.1 million, $ 14.2 million and $ 13.2 million, respectively, of payroll and associated costs of employees directly responsible for and who spend their time on the execution and supervision of development activities as well as major capital and/or renovation projects.

Cash and Cash Equivalents

The Company considers all demand deposits, money market accounts and investments in certificates of deposit with a maturity of three months or less at the date of purchase to be cash equivalents.  The Company maintains its cash and cash equivalents at financial institutions.  The combined account balances at one or more institutions typically exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance coverage, and, as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage.  The Company believes that the risk is not significant, as the Company does not anticipate the financial institutions’ non-performance.

Fair Value of Financial Instruments, Including Derivative Instruments

The valuation of financial instruments requires the Company to make estimates and judgments that affect the fair value of the instruments.  The Company, where possible, bases the fair values of its financial instruments, including its derivative instruments, on listed market prices and third-party quotes.  Where these are not available, the Company bases its estimates on current instruments with similar terms and maturities or on other factors relevant to the financial instruments.

In the normal course of business, the Company is exposed to the effect of interest rate changes.  The Company may seek to manage these risks by following established risk management policies and procedures including the use of derivatives to hedge interest rate risk on debt instruments.  The Company may also use derivatives to manage commodity prices in the daily operations of the business.

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The Company has a policy of only entering into derivative contracts with major financial institutions based upon their credit ratings and other factors.  When viewed in conjunction with the underlying and offsetting exposure that the derivatives are designed to hedge, the Company has not sustained a material loss from these instruments nor does it anticipate any material adverse effect on its net income or financial position in the future from the use of derivatives it currently has in place.

The Company recognizes all derivatives as either assets or liabilities in the consolidated balance sheets and measures those instruments at fair value.  In addition, fair value adjustments will affect either shareholders’ equity/partners’ capital or net income depending on whether the derivative instruments qualify as a hedge for accounting purposes and, if so, the nature of the hedging activity.  When the terms of an underlying transaction are modified, or when the underlying transaction is terminated or completed, all changes in the fair value of the instrument are marked-to-market with changes in value included in net income each period until the instrument matures.  Any derivative instrument used for risk management that does not meet the hedging criteria is marked-to-market each period.  The Company does not use derivatives for trading or speculative purposes.

Leases and Revenue Recognition

Rental income attributable to residential leases is recorded on a straight-line basis, which is not materially different than if it were recorded when due from residents and recognized monthly as it was earned.  Leases entered into between a resident and a property for the rental of an apartment unit are generally year-to-year, renewable upon consent of both parties on an annual or monthly basis.  Rental income attributable to non-residential leases is also recorded on a straight-line basis.  Non-residential leases generally have five to ten year lease terms with market-based renewal options.  Fee and asset management revenue and interest income are recorded on an accrual basis.

The majority of the Company’s revenue is derived from residential, non-residential and other lease income, which are accounted for under the lease standard effective January 1, 2019 (discussed below in Recently Adopted Accounting Pronouncements ).  Our revenue streams have the same timing and pattern of revenue recognition across our reportable segments, with consistent allocations between the leasing and revenue recognition standards.

The Company is a lessor for its residential and non-residential leases and is a lessee for its corporate headquarters and regional offices and ground leases for land underlying current operating properties or projects under development.  If applicable, lease agreements must be evaluated to determine the accounting treatment as a finance or operating lease in accordance with the lease standard.  A lease is classified as a finance lease if it meets any of the following criteria:  (a) Ownership of the underlying asset is transferred to the lessee by the end of the lease term; (b) the lessee has and is reasonably certain to exercise an option to purchase the underlying asset; (c) the lease term is for the major part of the remaining economic life of the underlying asset; (d) the present value of future minimum lease payments is equal to substantially all of the fair value of the underlying asset ; and (e) the underlying asset is expected to have no alternative use to the lessor at the end of the lease term due to its specialized nature.

The lease standard also requires the recognition on the balance sheet of: (a) a liability for the lease obligation (initially measured at the present value of the future lease payments not yet paid over the lease term); and (b) an asset for its right to use the underlying asset (initially equal to the lease liability).  See Recently Adopted Accounting Pronouncements below for additional details regarding the adoption of this standard.  Rental revenues are recognized on a straight-line basis over the term of the lease when reasonably assured they are collectible.  The Company uses estimates and judgments on the incremental borrowing rate used to calculate the present value of the future lease payments.  See Note 8 for additional discussion.

The Company’s revenue streams that are not accounted for under the lease standard include:

•

Parking revenue – The Company’s parking revenue, not related to leasing, is derived primarily from monthly and transient daily parking and is accounted for at the point in time when control of the goods or services transfers to the customer and our performance obligation is satisfied.

•

Other rental and non-rental related revenue – The Company receives other income, including, but not limited to: (a) ancillary income, such as laundry, renters insurance and cable income; (b) net settlement income or collections; and (c) miscellaneous fee income.

•

Gains or losses on sales of real estate properties – The Company accounts for the sale of real estate properties and any related gain recognition in accordance with the accounting guidance applicable to sales of real estate, which establishes standards for recognition of profit on all real estate sales transactions.  The Company recognizes the sale, and associated gain or loss from the disposition, provided that the earnings process is complete and the Company does not have significant continuing involvement. A gain or loss is recognized when the criteria for an asset to be derecognized are met, which include when a contract exists and the buyer obtained control of the nonfinancial asset that was sold.

See Note 8 for the Company’s rental income detail allocated between the lease and revenue recognition standards.

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The Company’s allowance for doubtful accounts (which offsets accounts receivable and is included within other assets on the consolidated balance sheets) and bad debt s (which reduce rental income on the consolidated statements of operations and comprehensive income) have historically been very modest, particularly in our residential business, given the quality of our resident base and asset class .  However , due to the impact of the COVID-19 pandemic, the allowance for doubtful accounts and bad debt s became elevated during 2020 and will likely remain elevated in 2021 .  In accordance with the lease standard, if we determine the lease payments are not probable of collection ( based on known troubled accounts, rent deferral plans granted, historical experience and other currently available evidence ) , we fully reserve for any unpaid amounts , deferred rent receivable, variable lease payments and straight-line receivable balances and recognize rental income only if cash is received.  If the Company’s estimates of collectibility differ from the cash received, then the timing and amount of the Company’s reported revenue could be impacted.  See Note 8 for additional details.

Share-Based Compensation

The Company expenses share-based compensation for employee and trustee grants of restricted shares, restricted units and share options.  Any common share of beneficial interest, $ 0.01 par value per share (the “Common Shares”), issued pursuant to EQR’s incentive equity compensation and employee share purchase plans will result in ERPOP issuing units of partnership interest (“OP Units”) to EQR on a one-for-one basis, with ERPOP receiving the net cash proceeds of such issuances.  See Note 12 for further discussion.

Income and Other Taxes

EQR has elected to be taxed as a REIT.  This, along with the nature of the operations of its operating properties, resulted in no provision for federal income taxes at the EQR level.  In addition, ERPOP generally is not liable for federal income taxes as the partners recognize their allocable share of income or loss in their tax returns; therefore no provision for federal income taxes has been made at the ERPOP level.  Historically, the Company has generally only incurred certain state and local income, excise and franchise taxes.  The Company has elected taxable REIT subsidiary (“TRS”) status for certain of its corporate subsidiaries and, as a result, these entities will incur both federal and state income taxes on any taxable income of such entities after consideration of any net operating losses.

On March 27, 2020, the President signed into law the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”).  The CARES Act was enacted to provide economic relief to companies and individuals in response to the COVID-19 pandemic.  Included in the CARES Act are tax provisions which increase allowable interest expense deductions for 2019 and 2020 and increase the ability for taxpayers to use net operating losses.  These provisions did not result in a material impact to the Company’s taxable income or tax liabilities.

The CARES Act also allowed corporations to request accelerated refunds of their alternative minimum tax (“AMT”) credit.  Prior to enactment of this provision, the remaining credits would have been refunded in installments in 2020, 2021 and 2022.  We received a refund of our remaining $ 1.6 million in AMT credits during the year ended December 31, 2020.

The Company’s provision for income and other tax expense (benefit) was as follows for the years ended December 31, 2020, 2019 and 2018 (amounts in thousands):

		Year Ended December 31,
		2020				2019				2018
State and local income, franchise and excise tax (benefit)		$	852			$	963			$	878
Alternative minimum tax credit (benefit) (1)			—				( 3,244	)			—
Income and other tax expense (benefit) (2)		$	852			$	( 2,281	)		$	878

(1)

As provided in recent tax legislation which repealed the AMT credit on corporations, in 2019 the Company claimed/received $ 1.6 million of refunds of various AMT credit carryovers generated in prior tax years.  The provision originally allowed for carryover amounts to be refunded over four years , with 50 % available in the first year.  The remaining $ 1.6 million was received in 2020 as noted above.

(2)	All provisions for income tax amounts are current and none are deferred.

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During the years ended December 31, 2020, 2019 and 2018, the tax character of the Company’s dividends and distributions were as follows (unaudited):

		Year Ended December 31,
		2020 (1)				2019 (2)				2018 (3)
Tax character of dividends and distributions:
Ordinary dividends		$	1.34739			$	1.39604			$	1.84454
Long-term capital gain			0.77923				0.61243				0.21423
Unrecaptured section 1250 gain			0.24838				0.23403				0.06498
Dividends and distributions per
Common Share/Unit outstanding		$	2.37500			$	2.24250			$	2.12375

(1)	The Company’s fourth quarter 2020 dividends and distributions of $ 0.6025 per Common Share/Unit outstanding will be included as taxable income in calendar year 2021.

(2)	The Company’s fourth quarter 2019 dividends and distributions of $ 0.5675 per Common Share/Unit outstanding was included as taxable income in calendar year 2020.

(3 )	The Company’s fourth quarter 2018 dividends and distributions of $ 0.54 per Common Share/Unit outstanding was included as taxable income in calendar year 2019.

The unaudited cost of land and depreciable property, net of accumulated depreciation, for federal income tax purposes as of December 31, 2020 and 2019 was approximately $ 13.8 billion and $ 13.7 billion, respectively.

Principles of Consolidation

The Company may hold an interest in subsidiaries, partnerships, joint ventures and other similar entities and accounts for these interests in accordance with the consolidation guidance. The Company first determines whether to consolidate the entity as a variable interest entity (“VIE”) or account for the interest under the equity method of accounting.  Equity investors of VIEs do not have sufficient equity at risk to finance their activities without additional subordinated financial support or do not have substantive participating rights.  The Company consolidates an entity when it is considered to be the primary beneficiary or when it controls the entity through ownership of a majority voting interest.  A primary beneficiary has the power to direct the activities that most significantly impact the VIE’s performance and has the obligation to absorb the expected losses or the right to receive the expected residual returns that could potentially be significant to the VIE.  In evaluating whether the entity is a VIE, the Company considers several factors, including, but not limited to, funding and financing sources, business purpose of the entity, related parties, developer and property management fees and agreement terms regarding major decisions, participating and voting rights, contributions and distributions.

Noncontrolling Interests

A noncontrolling interest in a subsidiary (minority interest) is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements and separate from the parent company’s equity.  In addition, consolidated net income is required to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest and the amount of consolidated net income attributable to the parent and the noncontrolling interest are required to be disclosed on the face of the consolidated statements of operations and comprehensive income.  See Note 3 for further discussion.

Operating Partnership:  Net income is allocated to noncontrolling interests based on their respective ownership percentage of the Operating Partnership.  The ownership percentage is calculated by dividing the number of OP Units held by the noncontrolling interests by the total OP Units held by the noncontrolling interests and EQR.  Issuance of additional Common Shares and OP Units changes the ownership interests of both the noncontrolling interests and EQR.  Such transactions and the related proceeds are treated as capital transactions.

Partially Owned Properties: The Company reflects noncontrolling interests in partially owned properties on the balance sheet for the portion of properties consolidated by the Company that are not wholly owned by the Company.  The earnings or losses from those properties attributable to the noncontrolling interests are generally based on ownership percentage and are reflected as noncontrolling interests in partially owned properties in the consolidated statements of operations and comprehensive income.

Partners’ Capital

The “Limited Partners” of ERPOP include various individuals and entities that contributed their properties to ERPOP in exchange for OP Units.  The “General Partner” of ERPOP is EQR.  Net income is allocated to the Limited Partners based on their respective ownership percentage of ERPOP.  The ownership percentage is calculated by dividing the number of OP Units held by the Limited Partners by the total OP Units held by the Limited Partners and the General Partner.  Issuance of additional Common Shares

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and OP Units changes the ownership interests of both the Limited Partners and EQR.  Such transactions and the related proceeds are treated as capital transactions.

Redeemable Noncontrolling Interests – Operating Partnership / Redeemable Limited Partners

The Company classifies Redeemable Noncontrolling Interests – Operating Partnership / Redeemable Limited Partners in the mezzanine section of the consolidated balance sheets for the portion of OP Units that EQR is required, either by contract or securities law, to deliver registered Common Shares to the exchanging OP Unit holder.  The redeemable noncontrolling interest units / redeemable limited partner units are adjusted to the greater of carrying value or fair market value based on the Common Share price of EQR at the end of each respective reporting period.  See Note 3 for further discussion.

Use of Estimates

In preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from these estimates.  In response to the COVID-19 pandemic, management evaluated whether its estimates, such as lease collectibility (discussed below in Recently Adopted Accounting Pronouncements ) and impairment, required revised approaches and generally concluded that no revisions were necessary at this time.

Reclassifications

Certain reclassifications considered necessary for a fair presentation have been made to the prior period financial statements in order to conform to the current year presentation.  These reclassifications have not changed the results of operations or equity/capital.

Recently Issued Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued an amendment to the debt and equity financial instruments standards which simplifies the accounting for convertible instruments and accounting for contracts in an entity’s own equity.  Instead of being required to assess whether an equity contract permits settlement in unregistered shares, which may require a legal analysis under the securities laws, entities will only analyze whether cash settlements are explicitly required when registered shares are unavailable.  As a result, such contracts may be classified in permanent rather than mezzanine equity, which may affect the way the Company’s OP Units are presented on its financial statements.  The update is effective for the Company beginning on January 1, 2022, but early adoption is allowed beginning January 1, 2021.  The Company is currently evaluating the impact of adopting the new standard on its consolidated results of operations and financial position.

In March 2020, the FASB issued an amendment to the reference rate reform standard which provides the option for a limited period of time to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on contract modifications and hedge accounting.  An example of such reform is the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates.  Entities that make this optional expedient election would not have to remeasure the contracts at the modification date or reassess the accounting treatment if certain criteria are met and would continue applying hedge accounting for relationships affected by reference rate reform.  The new standard was effective for the Company upon issuance and elections can be made through December 31, 2022.  The Company is currently evaluating its options with regards to existing contracts and hedging relationships and the impact of adopting this update on its consolidated results of operations and financial position.

Recently Adopted Accounting Pronouncements

In April 2020, a FASB staff question and answer document was issued which intended to reduce the challenges of evaluating the enforceable rights and obligations of leases for concessions granted to lessees in response to the COVID-19 pandemic.  We elected not to evaluate whether qualifying concessions provided by the Company in response to the COVID-19 pandemic are a lease modification, subject to the criteria that the total payments under the amended lease cannot result in a substantial increase in the rights of the lessor or obligations of the lessee.  We also elected to treat the concessions as though they were contemplated as part of the existing contracts and therefore will not apply lease modification rules to the qualifying lease concession amendments.  As such, deferrals deemed collectible are recorded as rental receivables with no change to timing of rental revenues and deferrals deemed non-collectible and abatements reduce rental revenues in the deferral/abatement period and cause rental revenues to effectively follow a cash basis related to the changes.  The accounting elections provided by the FASB mainly apply to the Company’s non-residential leases and the majority of the amendments will not require a straight-line adjustment.  See Note 8 for additional discussion.

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In February 2016, the FASB issued a lease standard which sets out principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessors and lessees).  The Company adopted this standard as required effective January 1, 2019 using a modified retrospective method and the Company applied the guidance as of the adoption date and elected certain practical expedients.  The standard impacted our consolidated balance sheets but did not impact our consolidated statements of operations. Right-of-use (“ROU”) assets and lease liabilities where the Company is the lessee were recognized for various corporate office leases and ground leases.  The Company recorded ROU assets and related lease liabilities to its opening balance sheet upon adoption on January 1, 2019 of $ 434.2 million and $ 278.3 million, respectively.

The Company elected the practical expedient to not reassess the classification of existing operating leases.  As of January 1, 2019, any new or modified ground leases may be classified as financing leases unless they meet certain conditions. When there is a material lease modification, the Company is required to reassess the classification and remeasure the lease liability.

In July 2018, the FASB issued an amendment to the lease standard, which includes a practical expedient that provides lessors an option not to separate lease and non-lease components when certain criteria are met and instead account for those components as a single component under the lease standard.  The amendment also provides a transition option that permits the application of the new guidance as of the adoption date rather than to all periods presented.  The Company elected the practical expedient to account for both its lease and non-lease components as a single component under the lease standard and elected the new transition option as of the date of adoption effective January 1, 2019. See Note 8 for additional discussion regarding the lease standard.

In August 2017, the FASB issued a final standard which makes changes to the hedge accounting model to enable entities to better portray their risk management activities in the financial statements.  The standard expands an entity’s ability to hedge nonfinancial and financial risk components, reduces complexity in fair value hedges of interest rate risk and eases certain documentation and assessment requirements.  The standard also eliminates the requirement to separately measure and report hedge ineffectiveness and generally requires the entire change in the fair value of any hedging instrument to be presented in the same income statement line as the hedged instrument.  The Company adopted this standard as required effective January 1, 2019 and it did not have a material effect on its consolidated results of operations and financial position.

In June 2016, the FASB issued a standard which requires companies to adopt a new approach for estimating credit losses on certain types of financial instruments, such as trade and other receivables and loans.  The standard requires entities to estimate a lifetime expected credit loss for most financial instruments, including trade receivables.  In November 2018, the FASB issued an amendment excluding operating lease receivables accounted for under the lease standard from the scope of the credit losses standard.  The Company adopted this standard as required effective January 1, 2020 and it did not have a material effect on its consolidated results of operations and financial position.

In May 2014, the FASB issued a comprehensive revenue recognition standard entitled Revenue from Contracts with Customers that superseded nearly all existing revenue recognition guidance.  The standard specifically excludes lease revenue.  The standard may be applied retrospectively to each prior period presented or prospectively with the cumulative effect, if any, recognized as of the date of adoption.  The Company selected the modified retrospective transition method as of the date of adoption as required effective January 1, 2018.  The majority of rental income consists of revenue from leasing arrangements, which is specifically excluded from the standard.  The Company analyzed its remaining revenue streams, inclusive of fee and asset management and gains and losses on sales, and concluded these revenue streams have the same timing and pattern of revenue recognition under the new guidance, and therefore the Company had no changes in revenue recognition with the adoption of the standard.  As such, adoption of the standard did not result in a cumulative adjustment recognized as of January 1, 2018, and the standard did not have a material impact on the Company’s consolidated financial position, results of operations, equity/capital or cash flows.

Additionally, as part of the revenue recognition standard, the FASB issued amendments related to partial sales of real estate.  Adoption of the partial sales standard did not result in a change of accounting for the Company related to its disposition process.  We concluded that the Company’s typical dispositions will continue to meet the criteria for sale and associated profit recognition under both standards.

Other

The Company is the controlling partner in various consolidated partnerships owning 16 properties consisting of 3,399 apartment units having a noncontrolling interest balance of $ 4.7 million at December 31, 2020.  The Company is required to make certain disclosures regarding noncontrolling interests in consolidated limited-life subsidiaries.  Of the consolidated entities described above, the Company is the controlling partner in limited-life partnerships owning three properties having a noncontrolling interest deficit balance of $ 5.5 million.  These three partnership agreements contain provisions that require the partnerships to be liquidated through the sale of their assets upon reaching a date specified in each respective partnership agreement.  The Company, as controlling partner, has an obligation to cause the property owning partnerships to distribute the proceeds of liquidation to the Noncontrolling Interests in

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these Partially Owned Properties only to the extent that the net proceeds received by the partnerships from the sale of their assets warrant a distribution based on the partnership agreements.  As of December 31, 2020 , the Company estimates the value of Noncontrolling Interest distributions for these three properties would have been approximately $ 72.8 million (“Settlement Value”) had the partnerships been liquidated.  This Settlement Value is based on estimated third - party consideration realized by the partnerships upon disposition of the three Partially Owned Properties and is net of all other assets and liabilities, including yield maintenance on the mortgages encumbering the properties, that would have been due on December 31, 2020 had those mortgages been prepaid.  Due to, among other things, the inherent uncertainty in the sale of real estate assets, the amount of any potential distribution to the Noncontrolling Interests in the Company’s Partially Owned Properties is subject to change.  To the extent that the partnerships’ underlying assets are worth less than the underlying liabilities, the Company has no obligation to remit any consideration to the Noncontrolling Interests in these Partially Owned Properties.

3.	Equity, Capital and Other Interests

The Company refers to “Common Shares” and “Units” (which refer to both OP Units and restricted units) as equity securities for EQR and “General Partner Units” and “Limited Partner Units” as equity securities for ERPOP.  To provide a streamlined and more readable presentation of the disclosures for the Company and the Operating Partnership, several sections below refer to the respective terminology for each with the same financial information and separate sections are provided, where needed, to further distinguish any differences in financial information and terminology.

The following table presents the changes in the Company’s issued and outstanding Common Shares and Units for the years ended December 31, 2020, 2019 and 2018:

		2020				2019				2018
Common Shares
Common Shares outstanding at January 1,			371,670,884				369,405,161				368,018,082
Common Shares Issued:
Conversion of OP Units			122,505				313,940				131,477
Exercise of share options			239,695				1,745,050				1,056,388
Employee Share Purchase Plan (ESPP)			90,196				48,131				75,414
Restricted share grants, net			178,720				158,602				123,800
Common Shares outstanding at December 31,			372,302,000				371,670,884				369,405,161
Units
Units outstanding at January 1,			13,731,315				13,904,035				13,768,438
Restricted unit grants, net			249,263				141,220				267,074
Conversion of OP Units to Common Shares			( 122,505	)			( 313,940	)			( 131,477	)
Units outstanding at December 31,			13,858,073				13,731,315				13,904,035
Total Common Shares and Units outstanding at December 31,			386,160,073				385,402,199				383,309,196
Units Ownership Interest in Operating Partnership			3.6	%			3.6	%			3.6	%

The following table presents the changes in the Operating Partnership’s issued and outstanding General Partner Units and Limited Partner Units for the years ended December 31, 2020, 2019 and 2018:

		2020				2019				2018
General and Limited Partner Units
General and Limited Partner Units outstanding at January 1,			385,402,199				383,309,196				381,786,520
Issued to General Partner:
Exercise of EQR share options			239,695				1,745,050				1,056,388
EQR’s Employee Share Purchase Plan (ESPP)			90,196				48,131				75,414
EQR’s restricted share grants, net			178,720				158,602				123,800
Issued to Limited Partners:
Restricted unit grants, net			249,263				141,220				267,074
General and Limited Partner Units outstanding at December 31,			386,160,073				385,402,199				383,309,196
Limited Partner Units
Limited Partner Units outstanding at January 1,			13,731,315				13,904,035				13,768,438
Limited Partner restricted unit grants, net			249,263				141,220				267,074
Conversion of Limited Partner OP Units to EQR Common Shares			( 122,505	)			( 313,940	)			( 131,477	)
Limited Partner Units outstanding at December 31,			13,858,073				13,731,315				13,904,035
Limited Partner Units Ownership Interest in Operating Partnership			3.6	%			3.6	%			3.6	%

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The equity positions of various individuals and entities that contributed their properties to the Operating Partnership in exchange for OP Units, as well as the equity positions of the holders of restricted units, are collectively referred to as the “Noncontrolling In terests – Operating Partnership ” and “ Limited Partners Capital , ” respectively, for the Company and the Operating Partnership.  Subject to certain exceptions (including the “book-up” requirements of restricted units), the Noncontrolling Inter ests – Operating Partnership/ Limited Partners Capital may exchange their Units with EQR for Common Shares on a one-for-one basis.  The carrying value of the Noncontrolling Interests – Operating Partnership /Limited Partners Capital (including redeemable interests) is allocated based on the number of Noncontrolling Interes ts – Operating Partnership/Limited Partners Capital in total in proportion to the number of Noncontrolling Interes ts – Operating Partnership/Limited Partners Capital in total plus the total number of Common Shares/General Partner Units.  Net income is allocated to the Noncontrolling Interests – Operating P artnership/Limited Partners Capital based on the weighted average ownership percentage during the period.

The Operating Partnership has the right but not the obligation to make a cash payment instead of issuing Common Shares to any and all holders of Noncontrolling Interests – Operating Partnership/Limited Partners Capital requesting an exchange of their Noncontrolling Interests – Operating Partnership/Limited Partners Capital with EQR.  Once the Operating Partnership elects not to redeem the Noncontrolling Interests – Operating Partnership/Limited Partners Capital for cash, EQR is obligated to deliver Common Shares to the exchanging holder of the Noncontrolling Interests – Operating Partnership/Limited Partners Capital.

The Noncontrolling Interests – Operating Partnership/Limited Partners Capital are classified as either mezzanine equity or permanent equity.  If EQR is required, either by contract or securities law, to deliver registered Common Shares, such Noncontrolling Interests – Operating Partnership/Limited Partners Capital are differentiated and referred to as “Redeemable Noncontrolling Interests – Operating Partnership” and “Redeemable Limited Partners,” respectively.  Instruments that require settlement in registered shares cannot be classified in permanent equity as it is not always completely within an issuer’s control to deliver registered shares.  Therefore, settlement in cash is assumed and that responsibility for settlement in cash is deemed to fall to the Operating Partnership as the primary source of cash for EQR, resulting in presentation in the mezzanine section of the balance sheet.  The Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners are adjusted to the greater of carrying value or fair market value based on the Common Share price of EQR at the end of each respective reporting period.  EQR has the ability to deliver unregistered Common Shares for the remaining portion of the Noncontrolling Interests – Operating Partnership/Limited Partners Capital that are classified in permanent equity at December 31, 2020 and 2019.

The carrying value of the Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners is allocated based on the number of Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners in proportion to the number of Noncontrolling Interests – Operating Partnership/Limited Partners Capital in total.  Such percentage of the total carrying value of Units/Limited Partner Units which is ascribed to the Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners is then adjusted to the greater of carrying value or fair market value as described above.  As of December 31, 2020 and 2019, the Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners have a redemption value of approximately $ 339.0 million and $ 463.4 million, respectively, which represents the value of Common Shares that would be issued in exchange for the Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners.

The following table presents the changes in the redemption value of the Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners for the years ended December 31, 2020, 2019 and 2018, respectively (amounts in thousands):

		2020				2019				2018
Balance at January 1,		$	463,400			$	379,106			$	366,955
Change in market value			( 125,224	)			82,283				13,922
Change in carrying value			775				2,011				( 1,771	)
Balance at December 31,		$	338,951			$	463,400			$	379,106

Net proceeds from EQR Common Share and Preferred Share (see definition below) offerings and proceeds from exercise of options for Common Shares are contributed by EQR to ERPOP.  In return for those contributions, EQR receives a number of OP Units in ERPOP equal to the number of Common Shares it has issued in the equity offering (or in the case of a preferred equity offering, a number of preference units in ERPOP equal in number and having the same terms as the Preferred Shares issued in the equity offering).  As a result, the net proceeds from Common Shares and Preferred Shares are allocated for the Company between shareholders’ equity and Noncontrolling Interests – Operating Partnership and for the Operating Partnership between General Partner’s Capital and Limited Partners Capital to account for the change in their respective percentage ownership of the underlying equity.

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The Company’s declaration of trust authorizes it to issue up to 100,000,000 preferred shares of beneficial interest, $ 0.01 par value per share (the “Preferred Shares”), with specific rights, preferences and other attributes as the Board of Trustees may determine, which may include preferences, powers and rights that are senior to the rights of holders of the Company’s Common Shares.

The following table presents the Company’s issued and outstanding Preferred Shares/Preference Units as of December 31, 2020 and 2019:

								Amounts in thousands
				Annual
		Call		Dividend Per				December 31,				December 31,
		Date (1)		Share/Unit (2)				2020				2019
Preferred Shares/Preference Units of beneficial interest, $ 0.01 par value; 100,000,000 shares authorized:
8.29 % Series K Cumulative Redeemable Preferred Shares/Preference Units; liquidation value $ 50 per share/unit; 745,600 shares/units issued and outstanding as of December 31, 2020 and 2019		12/10/26		$	4.145			$	37,280			$	37,280
								$	37,280			$	37,280

(1)

On or after the call date, redeemable Preferred Shares/Preference Units may be redeemed for cash at the option of the Company or the Operating Partnership, respectively, in whole or in part, at a redemption price equal to the liquidation price per share/unit, plus accrued and unpaid distributions, if any.

(2)	Dividends on Preferred Shares/Preference Units are payable quarterly.

Other

EQR and ERPOP currently have an active universal shelf registration statement for the issuance of equity and debt securities that automatically became effective upon filing with the SEC in June 2019 and expires in June 2022.  Per the terms of ERPOP’s partnership agreement, EQR contributes the net proceeds of all equity offerings to the capital of ERPOP in exchange for additional OP Units (on a one-for-one Common Share per OP Unit basis) or preference units (on a one-for-one preferred share per preference unit basis).

The Company has an At-The-Market (“ATM”) share offering program which allows EQR to sell Common Shares from time to time into the existing trading market at current market prices as well as through negotiated transactions.  In June 2019, the Company extended the program maturity to June 2022.  In connection with the extension, the Company may now also sell Common Shares under forward sale agreements.  The use of a forward sale agreement would allow the Company to lock in a price on the sale of Common Shares at the time the agreement is executed, but defer receiving the proceeds from the sale until a later date.  EQR has the authority to issue 13.0 million shares but has not issued any shares under this program since September 2012.

The Company may repurchase up to 13.0 million Common Shares under its share repurchase program. No open market repurchases have occurred since 2008 and no repurchases of any kind have occurred since February 2014.  As of December 31, 2020, EQR has remaining authorization to repurchase up to 13.0 million of its shares.

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4.	Real Estate

The following table summarizes the carrying amounts for the Company’s investment in real estate (at cost) as of December 31, 2020 and 2019 (amounts in thousands):

		2020				2019
Land		$	5,785,367			$	5,936,188
Depreciable property:
Buildings and improvements			18,464,484				18,904,686
Furniture, fixtures and equipment			1,970,033				1,916,458
In-Place lease intangibles			486,137				497,957
Projects under development:
Land			23,531				23,531
Construction-in-progress			387,603				158,099
Land held for development:
Land			46,160				64,460
Construction-in-progress			40,010				32,228
Investment in real estate			27,203,325				27,533,607
Accumulated depreciation			( 7,859,657	)			( 7,276,786	)
Investment in real estate, net		$	19,343,668			$	20,256,821

Acquisitions and Dispositions

During the year ended December 31, 2020, the Company acquired the following from unaffiliated parties (purchase price in thousands):

		Properties				Apartment Units				Purchase Price
Rental Properties – Consolidated (1)			1				158			$	48,860
Total			1				158			$	48,860

(1)	Purchase price includes an allocation of approximately $ 5.5 million to land and $ 43.4 million to depreciable property (inclusive of capitalized closing costs).

During the year ended December 31, 2019, the Company acquired the following from unaffiliated parties (purchase price in thousands):

		Properties				Apartment Units				Purchase Price
Rental Properties – Consolidated (1)			13				3,540			$	1,494,689
Land Parcels (four) (2)			—				—				19,832
Total			13				3,540			$	1,514,521

(1)	Purchase price includes an allocation of approximately $ 268.3 million to land and $ 1.229 billion to depreciable property (inclusive of capitalized closing costs).

(2)

Purchase price includes an allocation of approximately $ 16.7 million to vacant land and $ 4.9 million to construction-in-progress (inclusive of capitalized closing costs).  Land parcels include entry into two long-term ground leases for land projects under development in the Washington D.C. market, of which one land parcel is subject to a fully prepaid ground lease.  See Notes 6 and 8 for additional discussion .

During the year ended December 31, 2020, the Company disposed of the following to unaffiliated parties (sales price in thousands):

		Properties				Apartment Units				Sales Price
Rental Properties – Consolidated			6				2,231			$	1,066,861
Land Parcels (two)			—				—				55,510
Total			6				2,231			$	1,122,371

The Company recognized a net gain on sales of real estate properties of approximately $ 531.8 million and a net gain on sales of land parcels of approximately $ 34.2 million on the above sales.

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During the year ended December 31, 2019, the Company disposed of the following to unaffiliated parties (sales price in thousands):

		Properties				Apartment Units				Sales Price
Rental Properties – Consolidated			11				2,361			$	1,080,675
Rental Properties – Unconsolidated (1)			2				945				394,500
Land Parcels (two)			—				—				2,100
Total			13				3,306			$	1,477,275

(1)	The Company owned a 20 % interest in both unconsolidated rental properties. Sales price listed is the gross sales price. The Company received net sales proceeds of approximately $ 78.3 million.

The Company recognized a net gain on sales of real estate properties of approximately $ 447.6 million, a net gain on sales of unconsolidated entities of approximately $ 69.5 million and a net gain on sale of land parcels of approximately $ 2.0 million on the above sales.

Impairment

During the year ended December 31, 2018, the Company recorded an approximate $ 0.7 million non-cash asset impairment charge on a property located in the San Francisco market due to physical property damage as a result of a fire at one of the buildings at the property.

5.	Commitments to Acquire/Dispose of Real Estate

The Company has not entered into any agreements to acquire rental properties or land parcels as of the date of filing.

The Company has entered into an agreement to dispose the following (sales price and net book value in thousands):

		Properties				Apartment Units				Sales Price				Net Book Value at December 31, 2020
Rental Properties – Consolidated			1				263			$	84,250			$	17,748
Total			1				263			$	84,250			$	17,748

The closing of this pending transaction is subject to certain conditions and restrictions; therefore, there can be no assurance that this transaction will be consummated or that the final terms will not differ in material respects from any agreements summarized above.  See Note 18 for discussion of the properties acquired or disposed of, if any, subsequent to December 31, 2020.

6.	Investments in Partially Owned Entities

The Company has invested in various properties with unrelated third parties which are either consolidated or accounted for under the equity method of accounting (unconsolidated).

Consolidated VIEs

In accordance with accounting standards for consolidation of VIEs, the Company consolidates ERPOP on EQR’s financial statements. As the sole general partner of ERPOP, EQR has exclusive control of ERPOP’s day-to-day management.  The limited partners are not able to exercise substantive kick-out or participating rights.  As a result, ERPOP qualifies as a VIE.  EQR has a controlling financial interest in ERPOP and, thus, is ERPOP’s primary beneficiary.  EQR has the power to direct the activities of ERPOP that most significantly impact ERPOP’s economic performance as well as the obligation to absorb losses or the right to receive benefits from ERPOP that could potentially be significant to ERPOP.

The Company has various equity interests in certain joint ventures owning 16 properties containing 3,399 apartment units. The Company is the general partner or managing member of these joint ventures and is responsible for managing the operations and affairs of the joint ventures as well as making all decisions regarding the businesses of the joint ventures.  The limited partners or non-managing members are not able to exercise substantive kick-out or participating rights.  As a result, the joint ventures qualify as VIEs.  The Company has a controlling financial interest in the VIEs and, thus, is the VIEs’ primary beneficiary.  The Company has both the power to direct the activities of the VIEs that most significantly impact the VIEs’ economic performance as well as the obligation to

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absorb losses or the right to receive benefits from the VIEs that could potentially be significant to the VIEs.  As a result, the joint ventures are required to be consolidated on the Company’s financial statements.

The Company also has two separate consolidated joint ventures which each own land parcels that are being/will be developed into multifamily rental properties.  These joint ventures have been deemed to be VIEs and are consolidated due to the Company being the primary beneficiary.

The consolidated assets and liabilities related to the VIEs discussed above were approximately $ 784.1 million and $ 224.0 million, respectively, at December 31, 2020 and approximately $ 754.7 million and $ 323.1 million, respectively, at December 31, 2019.

Investments in Unconsolidated Entities

The following table and information summarizes the Company’s investments in unconsolidated entities, which are accounted for under the equity method of accounting as the requirements for consolidation are not met, as of December 31, 2020 and 2019 (amounts in thousands except for ownership percentage):

	December 31, 2020				December 31, 2019				Ownership Percentage
Investments in Unconsolidated Entities:
Operating Property (VIE) (1)	$	38,288			$	40,361			33.3 %
Real Estate Technology (2)		14,866				12,318			Varies
Other		( 372	)			( 441	)		Varies
Investments in Unconsolidated Entities	$	52,782			$	52,238

(1)

Represents an unconsolidated interest in an entity that owns the land underlying one of the consolidated joint venture properties noted above and owns and operates a related parking facility.  The joint venture, as a limited partner, does not have substantive kick-out or participating rights in the entity.  As a result, the entity qualifies as a VIE.  The joint venture does not have a controlling financial interest in the VIE and is not the VIE’s primary beneficiary.  The joint venture does not have the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance or the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.  As a result, the entity that owns the land and owns and operates the parking facility is unconsolidated and recorded using the equity method of accounting.

(2)	Represents unconsolidated investments in five separate real estate technology funds/companies.

7.	Restricted Deposits

The following table presents the Company’s restricted deposits as of December 31, 2020 and 2019 (amounts in thousands):

		December 31, 2020				December 31, 2019
Mortgage escrow deposits:
Replacement reserves		$	9,877			$	8,543
Mortgage principal reserves/sinking funds			14,168				9,689
Mortgage escrow deposits			24,045				18,232
Restricted cash:
Tax-deferred (1031) exchange proceeds			—				14,232
Restricted deposits on real estate investments			307				658
Resident security and utility deposits			31,412				37,140
Other			1,373				984
Restricted cash			33,092				53,014
Restricted deposits		$	57,137			$	71,246

8 .

Leases

Lessor Accounting

The Company is the lessor for its residential and non-residential leases and these leases will continue to be accounted for as operating leases under the lease standard as described in Note 2.

For the years ended December 31, 2020 and 2019, approximately 98 % and 97 %, respectively, of the Company’s total lease revenue is generated from residential apartment leases that are generally twelve months or less in length.  The residential apartment leases may include lease income related to such items as utility recoveries, parking, storage and pet rent that the Company treats as a

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single lease component because the amenities cannot be leased on their own and the timing and pattern of revenue recognition are the same.  The collection of lease payments at lease commencement is probable and therefore the Company subsequently recognizes lease income over the lease term on a straight-line basis.  Residential leases are renewable upon consent of both parties on an annual or monthly basis.

For the years ended December 31, 2020 and 2019, approximately 2 % and 3 %, respectively, of the Company’s total lease revenue is generated by non-residential leases that are generally for terms ranging between five to ten years .  The non-residential leases generally consist of ground floor retail spaces and master-leased parking garages that serve as additional amenities for our residents.  The non-residential leases may include lease income related to such items as utility recoveries, parking rent and storage rent that the Company treats as a single lease component because the amenities cannot be leased on their own and the timing and pattern of revenue recognition are the same.  The collection of lease payments at lease commencement is probable and therefore the Company subsequently recognizes lease income over the lease term on a straight-line basis.  Non-residential leases are renewable with market-based renewal options.

The Company elected the practical expedient to account for both its lease and non-lease components (specifically common area maintenance charges) as a single lease component under the lease standard.

The following table presents the lease income types relating to lease payments for residential and non-residential leases along with the total other rental income for the years ended December 31, 2020 and 2019 (amounts in thousands):

		Year Ended December 31, 2020												Year Ended December 31, 2019
Income Type		Residential Leases				Non-Residential Leases				Total				Residential Leases				Non-Residential Leases				Total
Residential and non-residential rent		$	2,336,778			$	51,663			$	2,388,441			$	2,414,201			$	71,988			$	2,486,189
Utility recoveries (RUBS income) (1)			70,699				677				71,376				67,659				917				68,576
Parking rent			38,743				412				39,155				37,557				348				37,905
Storage rent			3,674				84				3,758				3,745				71				3,816
Pet rent			11,457				—				11,457				11,617				—				11,617
Total lease revenue		$	2,461,351			$	52,836				2,514,187			$	2,534,779			$	73,324				2,608,103
Parking revenue											22,210												28,272
Other revenue											35,308												64,316
Total other rental income (2)											57,518												92,588
Rental income										$	2,571,705											$	2,700,691

(1)	RUBS income primarily consists of variable payments representing the recovery of utility costs from residents.

(2 )	Other rental income is accounted for under the revenue recognition standard.

The economic impact of the pandemic on a subset of our residents and tenants has led to elevated levels of bad debt.  We continue to work with our residents and tenants on payment plans and collections and our bad debt allowance policies remain consistent.

The following table presents residential and non-residential accounts receivable and straight-line receivable balances for the Company’s properties as of December 31, 2020 and 2019 (amounts in thousands):

		Residential								Non-Residential
Balance Sheet (Other assets):		December 31, 2020				December 31, 2019				December 31, 2020				December 31, 2019
Resident/tenant accounts receivable balances		$	30,856			$	4,040			$	7,598			$	1,766
Allowance for doubtful accounts			( 24,021	)			( 1,190	)			( 6,527	)			( 1,412	)
Net receivable balances		$	6,835		(1)	$	2,850			$	1,071			$	354
Straight-line receivable balances		$	19,992			$	1,841			$	13,413			$	26,450

(1)	The Company held residential security deposits approximating 31.6 % of the net receivable balance at December 31, 2020.

The following table presents residential bad debt for the Company’s properties for the years ended December 31, 2020 and 2019 (amounts in thousands):

		Year Ended December 31,
Income Statement (Rental income):			2020				2019
Bad debt, net		$	42,505			$	12,067
% of rental income			1.7	%			0.5	%

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Due to the impact of COVID-19 and the resulting economic impact on our non-residential tenants, rental revenues declined as a result of a non-cash write-off of non-residential straight-line lease receivables of $ 13.2 million during the year ended December 31, 2020. In addition, rental revenues declined by $ 7.3 million during the year ended December 31, 2020 as a result of rent payment deferrals/abatements granted to our non-residential tenants.

Lessee Accounting

The Company is the lessee under various corporate office and ground leases for which the Company recognized ROU assets and related lease liabilities effective January 1, 2019. The following table presents the Company’s ROU assets and related lease liabilities as of December 31, 2020 and 2019 (amounts in thousands):

		2020				2019
Right-of-use assets:
Corporate office leases (operating)		$	39,203			$	41,596
Ground leases (finance)			57,584				57,982
Ground leases (operating)			402,500				413,196
Right-of-use assets		$	499,287			$	512,774
Lease liabilities:
Corporate office leases (operating)		$	40,470			$	43,105
Ground leases (finance)			23,350				23,239
Ground leases (operating)			265,310				264,990
Lease liabilities		$	329,130			$	331,334

As the standard requires the recognition of a liability for the lease obligation, discount rates are used to determine the net present value of the lease payments.  The discount rate for the lease is the rate implicit in the lease or, if that rate cannot be readily determined, the incremental borrowing rate.  As the Company does not know the amount of the lessors’ initial direct costs, it cannot readily determine the rate implicit in the lease and instead must apply the incremental borrowing rate.  The Company has estimated the discount rate ranges of 3.3 % to 3.9 % for corporate office leases and 4.4 % to 5.5 % for ground leases at adoption.  Since the Company’s credit backs the corporate office lease obligations and the lease terms are generally ten years or less, the discount rate range was estimated by using the Company’s borrowing rates for actual pricing data.  The discount rate range for ground leases takes into account various factors, including the longer life of the ground leases, and was estimated by using the Company’s borrowing rates for actual pricing data through 30 years and other long-term market rates.

Corporate office leases

The Company leases nine corporate offices with lease expiration dates ranging from 2021 through 2042 (inclusive of applicable extension options).  See Note 15 for details on a corporate office lease with a related party.

Ground leases

The Company maintains long-term ground leases for 14 operating properties and two projects under development with lease expiration dates ranging from 2042 through 2118 (inclusive of applicable purchase options).  The Company owns the building and improvements.

Additional disclosures

The following tables illustrate the quantitative disclosures for lessees as of and for the years ended December 31, 2020 and 2019 (amounts in thousands):

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		Year Ended December 31, 2020				Year Ended December 31, 2019
Lease cost:
Finance lease cost:
Amortization of right-of-use assets		$	—			$	—
Interest on lease liabilities (capitalized)			1,029				225
Operating lease cost:
Corporate office leases			3,747				3,937
Ground leases			22,102				22,198
Variable lease cost:
Corporate office leases			1,307				1,489
Ground leases			3,304				3,700
Total lease cost		$	31,489			$	31,549

		December 31, 2020				December 31, 2019
Other information:
Cash paid for amounts included in the measurement of lease liabilities:
Investing cash flows from finance leases (capitalized)		$	567			$	34,922
Operating cash flows from operating leases:
Corporate office leases		$	5,296			$	5,494
Ground leases		$	16,552			$	16,837
ROU assets obtained in exchange for new finance lease liabilities		$	—			$	23,201
ROU assets obtained in exchange for new operating lease liabilities:
Corporate office leases		$	—			$	44,298
Ground leases		$	—			$	422,018
Weighted-average remaining lease term – finance leases (1)		18.7 years				19.7 years
Weighted-average remaining lease term – operating leases:
Corporate office leases		17.4 years				18.1 years
Ground leases		55.3 years				56.2 years
Weighted-average discount rate – finance leases			3.0	%			3.0	%
Weighted-average discount rate – operating leases:
Corporate office leases			3.2	%			3.2	%
Ground leases			5.0	%			5.0	%

(1 )	The weighted-average remaining lease term – finance leases does not include the remaining term of a fully prepaid finance lease entered into during the year ended December 31, 2019.

The following table summarizes the Company’s undiscounted cash flows for contractual obligations for minimum rent payments/receipts under operating and financing leases for the next five years and thereafter as of December 31, 2020:

(Payments)/Receipts Due by Year (in thousands)
		2021				2022				2023				2024				2025				Thereafter				Total
Finance Leases:
Minimum Rent Payments (a)		$	( 578	)		$	( 590	)		$	( 601	)		$	( 614	)		$	( 626	)		$	( 33,224	)		$	( 36,233	)
Operating Leases:
Minimum Rent Payments (a)		$	( 17,160	)		$	( 16,906	)		$	( 16,997	)		$	( 17,329	)		$	( 17,375	)		$	( 954,108	)		$	( 1,039,875	)
Minimum Rent Receipts (b)		$	59,430			$	54,656			$	51,091			$	45,166			$	38,847			$	126,732			$	375,922

(a)	Minimum basic rent due for corporate office leases and base rent due on ground leases where the Company is the lessee.

(b)	Minimum basic rent receipts due for various non-residential space where the Company is the lessor.  Excludes residential leases due to their short-term nature.

The following table provides a reconciliation of lease liabilities from our undiscounted cash flows for minimum rent payments as of December 31, 2020 (amounts in thousands):

		2020
Total minimum rent payments		$	1,076,108
Less: Lease discount			746,978
Lease liabilities		$	329,130

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9 .

Debt

EQR does not have any indebtedness as all debt is incurred by the Operating Partnership.  Weighted average interest rates noted below for the years ended December 31, 2020 and 2019 include the effect of any derivative instruments and amortization of premiums/discounts/OCI (other comprehensive income) on debt and derivatives.

Mortgage Notes Payable

The following tables summarize the Company’s mortgage notes payable activity for the years ended December 31, 2020 and 2019, respectively (amounts in thousands):

		Mortgage notes payable, net as of December 31, 2019				Proceeds				Lump sum payoffs				Scheduled principal repayments				Amortization of premiums/ discounts				Amortization of deferred financing costs, net (1)				Mortgage notes payable, net as of December 31, 2020
Fixed Rate Debt:
Secured – Conventional		$	1,574,699			$	495,000		(2)	$	( 160,522	)		$	( 7,759	)		$	988			$	( 1,315	)		$	1,901,091
Floating Rate Debt:
Secured – Conventional			7,050				24,204				—				—				—				240				31,494
Secured – Tax Exempt			359,861				—				—				—				1,246				198				361,305
Floating Rate Debt			366,911				24,204				—				—				1,246				438				392,799
Total		$	1,941,610			$	519,204			$	( 160,522	)		$	( 7,759	)		$	2,234			$	( 877	)		$	2,293,890

(1 )	Represents amortization of deferred financing costs, net of debt financing costs.

(2 )	Obtained a 2.60 % fixed rate mortgage loan pool maturing on May 1, 2030 .

		Mortgage notes payable, net as of December 31, 2018				Proceeds				Lump sum payoffs				Scheduled principal repayments				Amortization of premiums/ discounts				Amortization of deferred financing costs, net (1)				Mortgage notes payable, net as of December 31, 2019
Fixed Rate Debt:
Secured – Conventional		$	1,885,407			$	288,120		(2)	$	( 584,536	)		$	( 6,308	)		$	( 7,999	)		$	15			$	1,574,699
Floating Rate Debt:
Secured – Conventional			6,357				7,651		(3)		( 5,920	)			( 500	)			—				( 538	)			7,050
Secured – Tax Exempt			493,706				—				( 152,565	)			—				16,617				2,103				359,861
Floating Rate Debt			500,063				7,651				( 158,485	)			( 500	)			16,617				1,565				366,911
Total		$	2,385,470			$	295,771			$	( 743,021	)		$	( 6,808	)		$	8,618			$	1,580			$	1,941,610

(1)	Represents amortization of deferred financing costs, net of debt financing costs.

(2)	Obtained 3.94 % fixed rate mortgage debt held in a Fannie Mae loan pool maturing on March 1, 2029 .

(3)	Obtained variable rate construction mortgage debt that is non-recourse to the Company maturing on June 25, 2022 (total commitment of $ 67.6 million).

The following table summarizes the Company’s debt extinguishment costs on mortgages recorded as additional interest expense during the years ended December 31, 2020 and 2019, respectively (amounts in thousands):

Description		2020				2019
Prepayment premiums/penalties		$	327			$	3,381
Write-offs of unamortized deferred financing costs			63				2,273
Write-offs of unamortized (premiums)/discounts/OCI			( 190	)			6,153
Total		$	200			$	11,807

The following table summarizes certain interest rate and maturity date information as of and for the years ended December 31, 2020 and 2019, respectively:

		December 31, 2020			December 31, 2019
Interest Rate Ranges		0.06% - 4.71%			0.10% - 5.29%
Weighted Average Interest Rate		3.33 %			3.84 %
Maturity Date Ranges		2021-2061			2020-2061

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As of both December 31, 2020 and 2019, the Company had $ 281.7 million of secured debt (primarily tax-exempt bonds) subject to third-party credit enhancement.

The historical cost, net of accumulated depreciation, of encumbered properties was $ 2.9 billion and $ 2.7 billion at December 31, 2020 and 2019, respectively.

Notes

The following tables summarize the Company’s notes activity for the years ended December 31, 2020 and 2019, respectively (amounts in thousands):

		Notes, net as of December 31, 2019				Proceeds				Lump sum payoffs				Realized/unrealized (gain) loss on derivative instruments				Amortization of premiums/ discounts				Amortization of deferred financing costs, net (1)				Notes, net as of December 31, 2020
Fixed Rate Debt:
Unsecured – Public		$	6,077,513			$	—			$	( 750,000	)		$	—			$	2,997			$	5,026			$	5,335,536

(1)	Represents amortization of deferred financing costs, net of debt financing costs.

		Notes, net as of December 31, 2018				Proceeds				Lump sum payoffs				Realized/unrealized (gain) loss on derivative instruments				Amortization of premiums/ discounts				Amortization of deferred financing costs, net (1)				Notes, net as of December 31, 2019
Fixed Rate Debt:
Unsecured – Public		$	5,485,884			$	1,194,468		(2)	$	( 600,000	)		$	—			$	3,117			$	( 5,956	)		$	6,077,513
Floating Rate Debt:
Unsecured – Public			447,402				—				( 450,000	)			2,277				45				276				—
Total		$	5,933,286			$	1,194,468			$	( 1,050,000	)		$	2,277			$	3,162			$	( 5,680	)		$	6,077,513

(1)	Represents amortization of deferred financing costs, net of debt financing costs.

(2)

Issued $ 600.0 million of ten-year 3.00 % unsecured notes, receiving net proceeds of approximately $ 597.5 million before underwriting fees, hedge termination costs and other expenses.  Additionally, issued $ 600.0 million of ten-year 2.50 % unsecured notes, receiving net proceeds of approximately $ 597.0 million before underwriting fees and other expenses.

The following table summarizes the Company’s debt extinguishment costs on notes recorded as additional interest expense during the years ended December 31, 2020 and 2019, respectively (amounts in thousands):

Description		2020				2019
Prepayment premiums/penalties		$	25,823			$	10,266
Write-offs of unamortized deferred financing costs			571				287
Write-offs of unamortized (premiums)/discounts/OCI			12,698				1,043
Total		$	39,092			$	11,596

The following table summarizes certain interest rate and maturity date information as of and for the years ended December 31, 2020 and 2019, respectively:

		December 31, 2020			December 31, 2019
Interest Rate Ranges		2.50% - 7.57%			2.50% - 7.57%
Weighted Average Interest Rate		4.03 %			4.21 %
Maturity Date Ranges		2023-2047			2021-2047

The Company’s unsecured public notes contain certain financial and operating covenants including, among other things, maintenance of certain financial ratios.  The Company was in compliance with its unsecured public debt covenants for both the years ended December 31, 2020 and 2019.

EQR and ERPOP currently have an active universal shelf registration statement for the issuance of equity and debt securities that automatically became effective upon filing with the SEC in June 2019 and expires in June 2022 .

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Line of Credit and Commercial Paper

On November 1, 2019, the Company replaced its existing $ 2.0 billion facility with a $ 2.5 billion unsecured revolving credit facility maturing November 1, 2024 . The Company has the ability to increase available borrowings by an additional $ 750.0 million by adding lenders to the facility, obtaining the agreement of existing lenders to increase their commitments or incurring one or more term loans.  The interest rate on advances under the facility will generally be LIBOR plus a spread (currently 0.775 %), or based on bids received from the lending group, and the Company pays an annual facility fee (currently 0.125 % ).  Both the spread and the facility fee are dependent on the Company’s senior unsecured credit rating. The weighted average interest rates on the revolving credit facility were 1.47 % and 3.12 % for the years ended December 31, 2020 and 2019, respectively.

On November 4, 2019, the Company increased the maximum aggregate amount outstanding for its commercial paper program from $ 500.0 million to $ 1.0 billion.  The notes will be sold under customary terms in the United States commercial paper note market subject to market conditions and will rank pari passu with all of the Company’s other unsecured senior indebtedness.  The notes bear interest at various floating rates with a weighted average interest rate of 1.72 % and 2.42 % for the years ended December 31, 2020 and 2019, respectively, and a weighted average maturity of 45 days and 40 days as of December 31, 2020 and 2019, respectively.  The weighted average amount outstanding for the years ended December 31, 2020 and 2019 was approximately $ 276.6 million and $ 434.4 million, respectively.

The Company limits its utilization of the revolving credit facility in order to maintain liquidity to support its $ 1.0 billion commercial paper program along with certain other obligations. The following table presents the availability on the Company’s unsecured revolving credit facility as of December 31, 2020 and 2019 (amounts in thousands):

		December 31, 2020				December 31, 2019
Unsecured revolving credit facility commitment		$	2,500,000			$	2,500,000
Commercial paper balance outstanding			( 415,000	)			( 1,000,000	)
Unsecured revolving credit facility balance outstanding			—				( 20,000	)
Other restricted amounts			( 100,949	)			( 100,929	)
Unsecured revolving credit facility availability		$	1,984,051			$	1,379,071

The following table summarizes the Company’s debt extinguishment costs on the line of credit recorded as additional interest expense during the years ended December 31, 2020 and 2019, respectively (amounts in thousands):

Description		2020				2019
Write-offs of unamortized deferred financing costs		$	—			$	588
Total		$	—			$	588

Debt Maturity Table

The following table provides a summary of the aggregate payments of principal on all debt for each of the next five years and thereafter as of December 31, 2020 (amounts in thousands):

Year		Total
2021 (1)		$	450,665
2022			296,040
2023			1,329,088
2024			6,100
2025			458,200
Thereafter			5,586,810
Subtotal			8,126,903
Deferred Financing Costs and Unamortized (Discount)			( 82,647	)
Total		$	8,044,256

(1)	Includes $ 415.0 million in principal outstanding on the Company’s commercial paper program.

10 .	Derivative and Other Fair Value Instruments

The valuation of financial instruments requires the Company to make estimates and judgments that affect the fair value of the instruments.  The Company, where possible, bases the fair values of its financial instruments, including its derivative instruments, on

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listed market prices and third - party quotes.  Where these are not available, the Company bases its estimates on current instruments with similar terms and maturities or on other factors relevant to the financial instruments.

In the normal course of business, the Company is exposed to the effect of interest rate changes.  The Company may seek to manage these risks by following established risk management policies and procedures including the use of derivatives to hedge interest rate risk on debt instruments.  The Company may also use derivatives to manage commodity prices in the daily operations of the business.

A three-level valuation hierarchy exists for disclosure of fair value measurements.  The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date.  A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.  The three levels are defined as follows:

•

Level 1 – Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

•

Level 2 – Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

•

Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company’s derivative positions are valued using models developed by the respective counterparty as well as models applied internally by the Company that use as their inputs readily observable market parameters (such as forward yield curves and credit default swap data). The following table summarizes the inputs to the valuations for each type of fair value measurement:

Fair Value Measurement Type		Valuation Inputs
Employee holdings (other than Common Shares) within the supplemental executive retirement plan (the “SERP”)		Quoted market prices for identical assets. These holdings are included in other assets and other liabilities on the consolidated balance sheets.
Redeemable Noncontrolling Interests – Operating Partnership/Redeemable Limited Partners		Quoted market price of Common Shares.
Mortgage notes payable and private unsecured debt (including its commercial paper and line of credit, if applicable)		Indicative rates provided by lenders of similar loans.
Public unsecured notes		Quoted market prices for each underlying issuance.

The fair values of the Company’s financial instruments (other than mortgage notes payable, unsecured notes, commercial paper, line of credit and derivative instruments), including cash and cash equivalents and other financial instruments, approximate their carrying or contract value. The following table provides a summary of the carrying and fair values for the Company’s mortgage notes payable and unsecured debt (including its commercial paper and line of credit, if applicable) at December 31, 2020 and 2019, respectively (amounts in thousands):

		December 31, 2020								December 31, 2019
		Carrying Value				Estimated Fair Value (Level 2)				Carrying Value				Estimated Fair Value (Level 2)
Mortgage notes payable, net		$	2,293,890			$	2,313,263			$	1,941,610			$	1,930,710
Unsecured debt, net			5,750,366				6,686,612				7,095,346				7,677,289
Total debt, net		$	8,044,256			$	8,999,875			$	9,036,956			$	9,607,999

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The following tables provide a summary of the fair value measurements for each major category of assets and liabilities measured at fair value on a recurring basis and the location within the accompanying consolidated balance sheets at December 31, 2020 and 2019, respectively (amounts in thousands):

								Fair Value Measurements at Reporting Date Using
Description		Balance Sheet Location		12/31/2020				Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Assets
Supplemental Executive Retirement Plan		Other Assets		$	160,293			$	160,293			$	—			$	—
Liabilities
Supplemental Executive Retirement Plan		Other Liabilities		$	160,293			$	160,293			$	—			$	—
Redeemable Noncontrolling Interests –
Operating Partnership/Redeemable
Limited Partners		Mezzanine		$	338,951			$	—			$	338,951			$	—

								Fair Value Measurements at Reporting Date Using
Description		Balance Sheet Location		12/31/2019				Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Assets
Supplemental Executive Retirement Plan		Other Assets		$	151,889			$	151,889			$	—			$	—
Liabilities
Supplemental Executive Retirement Plan		Other Liabilities		$	151,889			$	151,889			$	—			$	—
Redeemable Noncontrolling Interests –
Operating Partnership/Redeemable
Limited Partners		Mezzanine		$	463,400			$	—			$	463,400			$	—

The following tables provide a summary of the effect of fair value hedges on the Company’s accompanying consolidated statements of operations and comprehensive income for the years ended December 31, 2020, 2019 and 2018, respectively (amounts in thousands):

December 31, 2020 Type of Fair Value Hedge

Location of Gain/(Loss) Recognized in Income on Derivative

Amount of Gain/(Loss) Recognized in Income on Derivative

Hedged Item

Income Statement Location of Hedged Item Gain/(Loss)

Amount of Gain/(Loss) Recognized in Income on Hedged Item

Derivatives designated as hedging instruments:

Interest Rate Contracts:

Interest Rate Swaps

N/A

$

—

N/A

N/A

$

—

Total

$

—

$

—

December 31, 2019 Type of Fair Value Hedge		Location of Gain/(Loss) Recognized in Income on Derivative		Amount of Gain/(Loss) Recognized in Income on Derivative				Hedged Item		Income Statement Location of Hedged Item Gain/(Loss)		Amount of Gain/(Loss) Recognized in Income on Hedged Item
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Interest Rate Swaps		Interest expense		$	2,277			Fixed rate debt		Interest expense		$	( 2,277	)
Total				$	2,277							$	( 2,277	)

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December 31, 2018 Type of Fair Value Hedge		Location of Gain/(Loss) Recognized in Income on Derivative		Amount of Gain/(Loss) Recognized in Income on Derivative				Hedged Item		Income Statement Location of Hedged Item Gain/(Loss)		Amount of Gain/(Loss) Recognized in Income on Hedged Item
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Interest Rate Swaps		Interest expense		$	( 680	)		Fixed rate debt		Interest expense		$	680
Total				$	( 680	)						$	680

The following tables provide a summary of the effect of cash flow hedges on the Company’s accompanying consolidated statements of operations and comprehensive income for the years ended December 31, 2020, 2019 and 2018, respectively (amounts in thousands):

		Effective Portion
December 31, 2020 Type of Cash Flow Hedge		Amount of Gain/(Loss) Recognized in OCI on Derivative				Location of Gain/(Loss) Reclassified from Accumulated OCI into Income		Amount of Gain/(Loss) Reclassified from Accumulated OCI into Income
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Forward Starting Swaps		$	( 1,190	)		Interest expense		$	( 35,087	)
Total		$	( 1,190	)				$	( 35,087	)

		Effective Portion
December 31, 2019 Type of Cash Flow Hedge		Amount of Gain/(Loss) Recognized in OCI on Derivative				Location of Gain/(Loss) Reclassified from Accumulated OCI into Income		Amount of Gain/(Loss) Reclassified from Accumulated OCI into Income
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Forward Starting Swaps		$	( 33,765	)		Interest expense		$	( 21,188	)
Total		$	( 33,765	)				$	( 21,188	)

		Effective Portion										Ineffective Portion
December 31, 2018 Type of Cash Flow Hedge		Amount of Gain/(Loss) Recognized in OCI on Derivative				Location of Gain/(Loss) Reclassified from Accumulated OCI into Income		Amount of Gain/(Loss) Reclassified from Accumulated OCI into Income				Location of Gain/(Loss) Recognized in Income on Derivative		Amount of Gain/(Loss) Reclassified from Accumulated OCI into Income
Derivatives designated as hedging instruments:
Interest Rate Contracts:
Forward Starting Swaps		$	5,124			Interest expense		$	( 18,452	)		N/A		$	—
Total		$	5,124					$	( 18,452	)				$	—

As of December 31, 2020 and 2019, there were approximately $ 43.7 million and $ 77.6 million in deferred losses, net, included in accumulated other comprehensive income (loss), respectively, related to derivative instruments, of which an estimated $ 10.2 million may be recognized as additional interest expense during the twelve months ending December 31, 2021.

In April 2020, the Company paid approximately $ 1.2 million to settle two forward starting swaps in conjunction with the issuance of $ 495.0 million of ten-year secured conventional mortgage notes.  The entire $ 1.2 million was initially deferred as a component of accumulated other comprehensive income (loss) and will be recognized as an increase to interest expense over the first five years of the mortgage notes.

In July 2019, six fair value interest rate swaps matured in conjunction with the maturity of $ 450.0 million of 2.375 % unsecured notes.

In June 2019, the Company paid approximately $ 41.8 million to settle ten forward starting swaps in conjunction with the issuance of $ 600.0 million of ten-year unsecured public notes.  The accrued interest of approximately $ 0.2 million was recorded as an

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increase to interest expense. The remaining $ 41.6 million will be deferred as a component of accumulated other comprehensive income (loss) and will be recognized as an increase to interest expense over the first nine years and eleven months of the notes.

In November 2018, the Company received approximately $ 16.4 million to settle six forward starting swaps in conjunction with the issuance of $ 400.0 million of ten-year unsecured public notes.  The accrued interest of approximately $ 120,000 was recorded as an increase to interest expense. The remaining $ 16.5 million will be deferred as a component of accumulated other comprehensive income (loss) and will be recognized as a decrease to interest expense over the first nine years and nine months of the notes.

In February 2018, the Company received approximately $ 1.6 million to settle two forward starting swaps in conjunction with the issuance of $ 500.0 million of ten-year unsecured public notes.  The entire $ 1.6 million was initially deferred as a component of accumulated other comprehensive income (loss) and will be recognized as a decrease to interest expense over the ten-year term of the notes.

1 1 .

Earnings Per Share and Earnings Per Unit

Equity Residential

The following tables set forth the computation of net income per share – basic and net income per share – diluted for the Company (amounts in thousands except per share amounts):

		Year Ended December 31,
		2020				2019				2018
Numerator for net income per share – basic:
Net income		$	962,501			$	1,009,708			$	685,192
Allocation to Noncontrolling Interests – Operating Partnership			( 34,010	)			( 36,034	)			( 24,939	)
Net (income) loss attributable to Noncontrolling Interests – Partially Owned Properties			( 14,855	)			( 3,297	)			( 2,718	)
Preferred distributions			( 3,090	)			( 3,090	)			( 3,090	)
Numerator for net income per share – basic		$	910,546			$	967,287			$	654,445
Numerator for net income per share – diluted:
Net income		$	962,501			$	1,009,708			$	685,192
Net (income) loss attributable to Noncontrolling Interests – Partially Owned Properties			( 14,855	)			( 3,297	)			( 2,718	)
Preferred distributions			( 3,090	)			( 3,090	)			( 3,090	)
Numerator for net income per share – diluted		$	944,556			$	1,003,321			$	679,384
Denominator for net income per share – basic and diluted:
Denominator for net income per share – basic			371,791				370,461				368,052
Effect of dilutive securities:
OP Units			13,003				12,907				12,869
Long-term compensation shares/units			1,080				2,965				2,774
Denominator for net income per share – diluted			385,874				386,333				383,695
Net income per share – basic		$	2.45			$	2.61			$	1.78
Net income per share – diluted		$	2.45			$	2.60			$	1.77

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ERP Operating Limited Partnership

The following tables set forth the computation of net income per Unit – basic and net income per Unit – diluted for the Operating Partnership (amounts in thousands except per Unit amounts):

		Year Ended December 31,
		2020				2019				2018
Numerator for net income per Unit – basic and diluted:
Net income		$	962,501			$	1,009,708			$	685,192
Net (income) loss attributable to Noncontrolling Interests – Partially Owned Properties			( 14,855	)			( 3,297	)			( 2,718	)
Allocation to Preference Units			( 3,090	)			( 3,090	)			( 3,090	)
Numerator for net income per Unit – basic and diluted		$	944,556			$	1,003,321			$	679,384
Denominator for net income per Unit – basic and diluted:
Denominator for net income per Unit – basic			384,794				383,368				380,921
Effect of dilutive securities:
Dilution for Units issuable upon assumed exercise/vesting of the Company’s long-term compensation shares/units			1,080				2,965				2,774
Denominator for net income per Unit – diluted			385,874				386,333				383,695
Net income per Unit – basic		$	2.45			$	2.61			$	1.78
Net income per Unit – diluted		$	2.45			$	2.60			$	1.77

1 2 .

Share Incentive Plans

Any Common Shares issued pursuant to EQR’s incentive equity compensation and employee share purchase plans will result in ERPOP issuing OP Units to EQR on a one-for-one basis with ERPOP receiving the net cash proceeds of such issuances.

Overview of Share Incentive Plans

The 2019 Share Incentive Plan (the “2019 Plan”), as approved by the Company’s shareholders on June 27, 2019, expires on June 27, 2029 and reserves 11,331,958 Common Shares for issuance.  All future awards will be granted under the 2019 Plan.  As of December 31, 2020, 10,512,390 shares were available for future issuance.

Pursuant to the 2019 Plan, the 2011 Share Incentive Plan (the “2011 Plan”) and the 2002 Share Incentive Plan (the “2002 Plan”), as restated and amended (collectively the “Share Incentive Plans”), officers, trustees, key employees and consultants of the Company and its subsidiaries may be granted share options to acquire Common Shares (“Options”), including non-qualified share options (“NQSOs”), incentive share options (“ISOs”) and share appreciation rights (“SARs”), or may be granted restricted or non-restricted shares/units (including long-term incentive plan awards), subject to conditions and restrictions.  Options, SARs, restricted shares and restricted units are sometimes collectively referred to herein as “Awards.”

The 2011 Plan and the 2002 Plan, as restated and amended, will both terminate when all outstanding Awards have expired or have been exercised/vested.  The Board of Trustees may at any time amend or terminate the Share Incentive Plans, but termination will not affect Awards previously granted, absent immediate vesting and cash settlement.  Any Options which had vested prior to such a termination would remain exercisable by the holder.

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Employee Long-Term Compensation Award s

The following table summarizes the terms of Awards generally granted to employees:

		Options		Restricted Shares		Restricted Units
Overview		Options exercised after vesting result in issuance of new Common Shares.		Restricted shareholders generally have the same voting rights and receive quarterly dividend payments on their shares at the same rate and on the same date as any other Common Share holder (1).		When certain conditions are met, restricted units convert into an equal number of OP Units, which the holder may exchange for Common Shares on a one-for-one basis or at the option of the Company the cash value of such shares. Restricted unitholders receive quarterly distribution payments on their restricted units at the same rate and on the same date as any other OP Unit holder (1).
Grant/Exercise Price		Granted at the fair market value of Common Shares as of the grant date.		Granted at the fair market value of Common Shares as of the grant date.		Granted at varying discount rates to the fair market value of Common Shares as of the grant date (2).
Vesting Period		In three equal installments over a three-year period from the grant date.		Three years from the grant date.		Three years from the grant date.
Expiration		Ten years from the grant date.		Not applicable.		Ten years from the grant date (2).
Upon Employee Termination		Unvested options are canceled.		Unvested restricted shares are canceled.		Unvested restricted units are canceled.

(1)

Dividends/distributions paid on unvested restricted shares and units are included as a component of retained earnings and Noncontrolling Interest – Operating Partnership/Limited Partners Capital, respectively, and have not been considered in reducing net income available to Common Shares/Units in a manner similar to the Company’s preferred share/preference unit dividends for the earnings per share/Unit calculation.

(2)

A restricted unit will automatically convert to an OP Unit when the capital account of each restricted unit increases (“books-up”) to a specified target.  The probability of a book-up occurring within the ten-year contractual life along with the liquidity risk associated with various hold period restrictions are both reflected in the discount.  If the capital target is not attained within ten years following the date of issuance, the restricted unit will automatically be canceled and no compensation will be payable to the holder of such canceled restricted unit.  If the capital target is attained and the restricted unit is converted to an OP Unit, it will not expire.

Valuation Method of Share Options

The fair value of the Option grants is recognized over the requisite service/vesting period of the Options.  The fair value for the Company’s Options was estimated at the time the Options were granted using the Black-Scholes option pricing model with the primary grant in each year having the following weighted average assumptions:

		2020				2019				2018
Expected volatility (1)			15.2	%			16.3	%			14.8	%
Expected life (2)		5 years				5 years				5 years
Expected dividend yield (3)			3.04	%			3.10	%			3.09	%
Risk-free interest rate (4)			1.32	%			2.43	%			2.52	%
Option valuation per share		$	7.23			$	8.06			$	6.15

(1)	Expected volatility – Estimated based on the historical five-year volatility (the period matching the expected life) of EQR’s share price measured on a monthly basis.

(2)	Expected life – Approximates the actual weighted average life of all Options granted since the Company went public in 1993.

(3)

Expected dividend yield – Calculated by averaging the historical annual yield on EQR shares for a period matching the expected life of each grant, with the annual yield calculated by dividing actual regular dividends (excluding any special dividends) by the average price of EQR’s shares in a given year.

(4)	Risk-free interest rate – The most current U.S. Treasury rate available at the grant date for a period matching the expected life of each grant.

The valuation method and assumptions are the same as those the Company used in accounting for Option expense in its consolidated financial statements.  The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable.  This model is only one method of valuing options.  Because the Company’s Options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, the actual value of the Options to the recipient may be significantly different.

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Long - Term Incentive Plan

The Company’s executive compensation program allows the Chairman, Chief Executive Officer and certain other executive officers to earn from 0 % to 200 % of the target number of long-term incentive (“LTI”) awards, payable in the form of restricted shares and/or restricted units.  No payout would be made for any return below 50 % of the target performance metric.  The Company’s Total Shareholder Return (“TSR”) and Normalized Funds from Operations (“FFO”) results over a forward-looking three-year performance period determine the restricted shares and/or restricted units awarded and are compared to pre-established quantitative performance metrics.  The grant date fair value of the awards is estimated using a Monte Carlo model for the TSR portion of the awards, and the resulting expense is recorded over the service period regardless of whether the TSR performance measures are achieved while the Normalized FFO portion of the awards is adjusted based on the final achievement obtained.  If the executive is retirement-eligible, the grant date fair value is amortized into expense over the first year.  All other awards are amortized into expense over the three-year performance and vesting period. If employment is terminated prior to vesting, the restricted shares and restricted units are generally canceled.

The LTI participants receive distributions on only restricted units awarded equal to 10 % of the quarterly distributions paid on OP Units during the performance period.  At the end of the performance period, LTI participants receive dividends/distributions actually earned on restricted shares or restricted units awarded during the performance period, less any distributions already paid on the restricted units.

The grant date fair value of the TSR portion of the LTI awards is estimated using a multifactor Monte Carlo model to determine share prices for an absolute award for which the payout of the award only depends on EQR’s TSR and a set of relative awards for which the payout of the award depends on the spread of EQR’s TSR to the TSR of two indices: (a) the FTSE Nareit Apartment Index; and (b) the FTSE Nareit Equity Index.  The grant date fair value of the Normalized FFO portion of the LTI awards is estimated using the closing price of EQR Common Shares on the grant date for the restricted shares and a discounted closing price of EQR Common Shares on the grant date for the restricted units to reflect the “book-up” and liquidity risk inherent in the units.  The individual prices determined above are then weighted to arrive at the final values for each restricted share/unit as follows:

		2020				2019				2018
Weighted average fair value per restricted share		$	75.89			$	65.36			$	63.86
Weighted average fair value per restricted unit		$	72.69			$	63.12			$	62.20

The valuation method and assumptions are the same as those the Company used in accounting for restricted share/unit expense in its consolidated financial statements.  The Monte Carlo valuation model is only one method of valuing awards.  Because the Company’s restricted shares/units have characteristics significantly different from those of traded shares/units, and because changes in the subjective input assumptions can materially affect the fair value estimate, the actual value of the restricted shares/units to the recipient may be significantly different.

Trustees

All Trustees, with the exception of the Company’s Chairman and employee Trustees, are granted Options, restricted shares and/or restricted units that vest one-year from the grant date that corresponds to the term for which he or she has been elected to serve.  Since 2016, the Chairman has only received awards under the LTI plan (see further discussion above).

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Retirement Benefits

The Company’s Share Incentive Plans provide for certain benefits upon retirement. The following table summarizes the terms of each retirement eligibility category.

		Age 62 for Employees		Rule of 70 for Employees		Age 72 for Trustees
Eligibility		For employees hired prior to January 1, 2009 and who were age 59 or older as of February 1, 2019.		All employees (1).		All non-employee Trustees.
Effect on unvested restricted shares, restricted units and Options		Awards immediately vest and Options continue to be exercisable for the balance of the applicable ten-year option period.		Awards continue to vest per the original vesting schedule, subject to certain conditions, and Options continue to be exercisable for the balance of the applicable ten-year option period.		Awards immediately vest and Options continue to be exercisable for the balance of the applicable ten-year option period.
Effect on LTI Plan		Awards are prorated in proportion to the number of days worked in the first year of the three-year performance period and the individual does not receive any payout of shares or units until the final payout is determined at the end of the three-year performance period.

(1)

The Rule of 70 is met when an employee’s years of service with the Company (which must be at least 15 years) plus his or her age (which must be at least 55 years) on the date of termination equals or exceeds 70 years.  In addition, the employee must give the Company at least six months’ advance written notice of his or her intention to retire along with agreeing to certain other conditions.

Under the Company’s definitions of retirement, some of its executive officers and its Chairman are retirement eligible.

Compensation Expense and Award Activity

The following tables summarize compensation information regarding the restricted shares, restricted units, Options and Employee Share Purchase Plan (“ESPP”) for the three years ended December 31, 2020, 2019 and 2018.

		Year Ended December 31, 2020
		Compensation Expense				Compensation Capitalized				Restricted Units/Options In-Lieu of Bonus (1)				Compensation Equity				Dividends Incurred
Restricted shares (2)		$	10,053			$	1,172			$	—			$	11,225			$	1,172
Restricted units (2)			10,103				80				1,743				11,926				1,855
Options			2,156				193				—				2,349				—
ESPP discount			862				82				—				944				—
Total		$	23,174			$	1,527			$	1,743			$	26,444			$	3,027

		Year Ended December 31, 2019
		Compensation Expense				Compensation Capitalized				Restricted Units/Options In-Lieu of Bonus (1)				Compensation Equity				Dividends Incurred
Restricted shares (2)		$	11,522			$	916			$	—			$	12,438			$	979
Restricted units (2)			9,905				240				3,265				13,410				825
Options			2,420				254				1				2,675				—
ESPP discount			602				40				—				642				—
Total		$	24,449			$	1,450			$	3,266			$	29,165			$	1,804

		Year Ended December 31, 2018
		Compensation Expense				Compensation Capitalized				Restricted Units/Options In-Lieu of Bonus (1)				Compensation Equity				Dividends Incurred
Restricted shares (2)		$	7,406			$	852			$	—			$	8,258			$	754
Restricted units (2)			12,310				36				1,663				14,009				963
Options			6,683				296				2,755				9,734				—
ESPP discount			733				34				—				767				—
Total		$	27,132			$	1,218			$	4,418			$	32,768			$	1,717

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(1)	The Company allows eligible officers the ability to receive immediately vested restricted units (subject to the book-up provisions described above and a two-year hold restriction) or immediately vested Options in-lieu of any percenta ge of their annual cash bonus.

(2)	Includes LTI plan awards granted under the executive compensation program.

Compensation expense is generally recognized for Awards as follows:

•

Restricted shares, restricted units and Options – Straight-line method over the vesting period of the Options, shares or units regardless of cliff or ratable vesting distinctions.

•

LTI plan awards – Target amount is recognized under the straight-line method over the vesting period of the shares or units regardless of cliff or ratable vesting distinctions.

•

ESPP discount – Immediately upon the purchase of Common Shares each quarter.

The Company accelerates the recognition of compensation expense for all Awards for those individuals approaching or meeting the retirement age criteria discussed above.  The total compensation expense related to Awards not yet vested at December 31, 2020 is $ 10.5 million (including the accelerated expenses for individuals approaching or meeting the retirement age criteria discussed above), which is expected to be recognized over a weighted average term of 1.27 years.

The table below summarizes the Award activity of the Share Incentive Plans for the three years ended December 31, 2020, 2019 and 2018 :

		Common Shares Subject to Options				Weighted Average Exercise Price per Option				Restricted Shares				Weighted Average Fair Value per Restricted Share				Restricted Units				Weighted Average Fair Value per Restricted Unit
Balance at December 31, 2017			6,483,832			$	46.46				369,741			$	73.67				901,260			$	77.61
Awards granted (1) (5)			1,730,942			$	60.40				129,303			$	62.25				267,074			$	61.60
Awards exercised/vested (2) (3) (4)			( 1,056,388	)		$	29.05				( 194,116	)		$	77.32				( 28,486	)		$	55.50
Awards forfeited			( 38,133	)		$	60.74				( 5,503	)		$	65.77				—			$	—
Awards expired			( 8,018	)		$	59.70				—			$	—				—			$	—
Balance at December 31, 2018			7,112,235			$	52.35				299,425			$	66.52				1,139,848			$	71.07
Awards granted (1) (5)			234,147			$	72.10				163,799			$	73.96				141,772			$	67.22
Awards exercised/vested (2) (3) (4)			( 1,745,050	)		$	44.72				( 151,321	)		$	75.41				( 422,784	)		$	70.77
Awards forfeited			( 30,489	)		$	61.92				( 5,197	)		$	65.35				( 552	)		$	69.43
Awards expired			( 3,299	)		$	40.39				—			$	—				—			$	—
Balance at December 31, 2019			5,567,544			$	55.52				306,706			$	66.15				858,284			$	64.95
Awards granted (1) (5)			317,731			$	76.26				179,911			$	77.44				249,263			$	72.00
Awards exercised/vested (2) (3) (4)			( 239,695	)		$	50.31				( 131,792	)		$	66.32				( 227,747	)		$	68.47
Awards forfeited			( 1,344	)		$	72.69				( 1,191	)		$	73.45				—			$	—
Awards expired			( 1,484	)		$	47.18				—			$	—				—			$	—
Balance at December 31, 2020			5,642,752			$	56.91				353,634			$	71.81				879,800			$	66.78

(1)	The weighted average grant date fair value for Options granted during the years ended December 31, 2020, 2019 and 2018 was $ 6.74 per share, $ 8.05 per share and $ 6.17 per share, respectively.

(2)

The aggregate intrinsic value of Options exercised during the years ended December 31, 2020, 2019 and 2018 was $ 7.6 million, $ 58.1 million and $ 42.9 million, respectively.  These values were calculated as the difference between the strike price of the underlying awards and the per share price at which each respective award was exercised.

(3)	The fair value of restricted shares vested during the years ended December 31, 2020, 2019 and 2018 was $ 10.6 million, $ 11.1 million and $ 11.5 million, respectively.

(4)	The fair value of restricted units vested during the years ended December 31, 2020, 2019 and 2018 was $ 18.7 million, $ 29.1 million and $ 1.8 million, respectively.

(5)	Includes LTI plan awards granted under the executive compensation program.

The following table summarizes information regarding Options outstanding and exercisable at December 31, 2020 (aggregate intrinsic value is in thousands):

		Options				Weighted Average Remaining Contractual Life in Years				Weighted Average Exercise Price				Aggregate Intrinsic Value (1)
Options Outstanding			5,642,752				4.64			$	56.91			$	26,881
Options Exercisable			4,985,668				4.16			$	55.12			$	26,804
Vested and expected to vest			648,552				8.32			$	70.40			$	77

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(1)	The aggregate intrinsic values were calculated as the excess, if any, between the Company’s closing share price of $ 59.28 per share on December 31, 2020 and the strike price of the underlying awards.

As of December 31, 2019 and 2018, 4,750,481 Options (with a weighted average exercise price of $ 54.13 ) and 5,328,020 Options (with a weighted average exercise price of $ 49.57 ) were exercisable, respectively.

1 3 .

Employee Plans

The Company established an Employee Share Purchase Plan to provide each employee and trustee the ability to annually acquire up to $ 100,000 of Common Shares of EQR.  The Company registered 7,000,000 Common Shares under the ESPP, of which 2,624,136 Common Shares remained available for purchase at December 31, 2020.  The Common Shares may be purchased quarterly at a price equal to 85 % of the lesser of: (a) the closing price for a share on the last day of such quarter; and (b) the greater of: (i) the closing price for a share on the first day of such quarter, and (ii) the average closing price for a share for all the business days in the quarter. The following table summarizes information regarding the Common Shares issued under the ESPP with the net proceeds noted below being contributed to ERPOP in exchange for OP Units (amounts in thousands except share and per share amounts):

		Year Ended December 31,
		2020				2019				2018
Shares issued			90,196				48,131				75,414
Issuance price ranges		$46.23 – $63.84				$59.56 – $72.91				$47.80 – $57.09
Issuance proceeds		$ 4,508				$ 3,116				$ 3,879

The Company established a defined contribution plan (the “401(k) Plan”) to provide retirement benefits for employees that meet minimum employment criteria.  The Company matches dollar for dollar up to the first 4 % of eligible compensation that a participant contributes to the 401(k) Plan for all employees except those defined as highly compensated employees, whose match is 3 %.  Participants are vested in the Company’s contributions over five years .  The Company recognized an expense in the amount of $ 5.2 million, $ 5.0 million and $ 4.9 million for the years ended December 31, 2020, 2019 and 2018, respectively.

The Company established the SERP to provide certain officers and trustees an opportunity to defer a portion of their eligible compensation in order to save for retirement.  The SERP is restricted to investments in Common Shares, certain marketable securities that have been specifically approved and cash equivalents.  The deferred compensation liability represented in the SERP and the securities issued to fund such deferred compensation liability are consolidated by the Company and carried on the Company’s balance sheets, and the Company’s Common Shares held in the SERP are accounted for as a reduction to paid in capital (included in general partner’s capital in the Operating Partnership’s financial statements).

1 4 .

Distribution Reinvestment Plan

On September 30, 2014, the Company filed with the SEC a Form S-3 Registration Statement to register 4,790,000 Common Shares pursuant to a Distribution Reinvestment Plan (the “2014 DRIP”), which included the remaining shares available for issuance under a previous registration.  The registration was automatically declared effective the same day and will expire when all 4,790,000 shares have been issued.  The Company has 4,650,334 Common Shares available for issuance under the 2014 DRIP at December 31, 2020.

The 2014 DRIP provides holders of record and beneficial owners of Common Shares and Preferred Shares with a simple and convenient method of reinvesting cash dividends/distributions in additional Common Shares.  Common Shares purchased under the 2014 DRIP may, at the option of EQR, be directly issued by EQR or purchased by EQR’s transfer agent in the open market using participants’ funds.  The net proceeds from any Common Share issuances are contributed to ERPOP in exchange for OP Units.

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1 5 .

Transactions with Related Parties

The Company leases its corporate headquarters from an entity affiliated with EQR’s Chairman of the Board of Trustees.  The lease term expires on November 30, 2032 and contains two five-year extension options.  The amount incurred for such office space for the years ended December 31, 2020, 2019 and 2018 were approximately $ 2.1 million, $ 2.6 million and $ 2.5 million, respectively.  The Company believes these amounts approximate market rates for such rental space.

1 6 .

Commitments and Contingencies

The Company, as an owner of real estate, is subject to various Federal, state and local laws, including, but not limited to, rent regulations and environmental laws.  Compliance by the Company with existing laws has not had a material adverse effect on the Company.  However, the Company cannot predict the impact of new or changed laws or regulations, whether related to COVID-19 or otherwise, on its current properties or on properties that it may acquire in the future.

The Company does not believe there is any litigation pending or threatened against it that, individually or in the aggregate, may reasonably be expected to have a material adverse effect on the Company.

As of December 31, 2020, the Company has two wholly owned projects and one partially owned project totaling 824 apartment units in various stages of development with remaining commitments to fund of approximately $ 191.7 million (inclusive of applicable construction mortgage and joint venture partner obligations) and estimated completion dates ranging through September 30, 2021 . The Company completed and stabilized two projects during the year ended December 31, 2020.

As of December 31, 2020, the Company has two joint venture agreements with third-party partners for the consolidated development of multifamily rental properties, one of which is currently under construction as noted above.  The development commitment to fund the project under construction is included in the development funding totals above for the one joint venture project where construction has started.  The joint venture agreements with each partner include a buy-sell provision that provides the right, but not the obligation, for the Company to acquire each respective partner’s interests or sell its interests at any time following the occurrence of certain pre-defined events described in the joint venture agreements.  See Note 6 for additional discussion.

The Company has entered into a retirement benefits agreement with its Chairman and deferred compensation agreements with other former executive officers.  During the years ended December 31, 2020, 2019 and 2018, the Company recognized compensation expense of $ 0.5 million, $ 0.4 million and $ 0.3 million, respectively, related to these agreements.

The following table summarizes the Company’s contractual obligations for deferred compensation for the next five years and thereafter as of December 31, 2020:

(Payments)/Receipts Due by Year (in thousands)
		2021				2022				2023				2024				2025				Thereafter				Total
Other Long-Term Liabilities:
Deferred Compensation (1)		$	( 769	)		$	( 1,130	)		$	( 1,005	)		$	( 723	)		$	( 723	)		$	( 3,976	)		$	( 8,326	)

(1)	Estimated payments to the Company’s Chairman and one former executive officer based on actual and estimated retirement dates.

1 7 .

Reportable Segments

Operating segments are defined as components of an enterprise that engage in business activities from which they may earn revenues and incur expenses and about which discrete financial information is available that is evaluated regularly by the chief operating decision maker.  The chief operating decision maker decides how resources are allocated and assesses performance on a recurring basis at least quarterly.

The Company’s primary business is the acquisition, development and management of multifamily residential properties, which includes the generation of rental and other related income through the leasing of apartment units to residents.  The chief operating decision maker evaluates the Company’s operating performance geographically by market and both on a same store and non-same store basis.  While the Company does maintain a non-residential presence, it accounts for approximately 2.7 % of total revenues and is designed as an amenity for our residential residents.  The chief operating decision maker evaluates the performance of each property on a consolidated residential and non-residential basis.  The Company’s geographic consolidated same store operating segments represent its reportable segments.

The Company’s development activities are other business activities that do not constitute an operating segment and as such, have been aggregated in the “Other” category in the tables presented below.

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All revenues are from external customers and there is no customer who contributed 10% or more of the Company’s total revenues during the three years ended December 31, 2020, 2019 and 2018, respectively.

The primary financial measure for the Company’s rental real estate segment is net operating income (“NOI”), which represents rental income less: 1) property and maintenance expense and 2) real estate taxes and insurance expense (all as reflected in the accompanying consolidated statements of operations and comprehensive income).  The Company believes that NOI is helpful to investors as a supplemental measure of its operating performance because it is a direct measure of the actual operating results of the Company’s apartment properties.  Revenues for all leases are reflected on a straight-line basis in accordance with GAAP for the current and comparable periods.

The following table presents a reconciliation of NOI from our rental real estate for the years ended December 31, 2020, 2019 and 2018, respectively (amounts in thousands):

		Year Ended December 31,
		2020				2019				2018
Rental income		$	2,571,705			$	2,700,691			$	2,577,681
Property and maintenance expense			( 440,998	)			( 446,845	)			( 429,335	)
Real estate taxes and insurance expense			( 381,562	)			( 366,139	)			( 357,814	)
Total operating expenses			( 822,560	)			( 812,984	)			( 787,149	)
Net operating income		$	1,749,145			$	1,887,707			$	1,790,532

The following tables present NOI for each segment from our rental real estate for the years ended December 31, 2020, 2019 and 2018, respectively, as well as total assets and capital expenditures at December 31, 2020 and 2019, respectively (amounts in thousands):

		Year Ended December 31, 2020												Year Ended December 31, 2019												Year Ended December 31, 2018
		Rental Income				Operating Expenses				NOI				Rental Income				Operating Expenses				NOI				Rental Income				Operating Expenses				NOI
Same store (1)
Los Angeles		$	468,450			$	145,342			$	323,108			$	485,084			$	144,314			$	340,770			$	451,592			$	129,455			$	322,137
Orange County			105,236				24,545				80,691				105,087				24,359				80,728				101,198				24,468				76,730
San Diego			74,737				18,176				56,561				73,698				17,889				55,809				91,971				24,024				67,947
Subtotal - Southern California			648,423				188,063				460,360				663,869				186,562				477,307				644,761				177,947				466,814
San Francisco			451,724				119,183				332,541				473,102				115,702				357,400				463,492				112,331				351,161
Washington D.C.			389,533				120,533				269,000				394,171				119,419				274,752				403,761				123,345				280,416
New York			426,016				198,228				227,788				464,270				191,514				272,756				444,112				178,055				266,057
Seattle			245,559				71,003				174,556				252,311				68,717				183,594				200,222				55,871				144,351
Boston			240,158				71,611				168,547				253,297				70,875				182,422				218,778				60,409				158,369
Other Markets			17,605				4,858				12,747				18,215				4,713				13,502				1,940				658				1,282
Total same store			2,419,018				773,479				1,645,539				2,519,235				757,502				1,761,733				2,377,066				708,616				1,668,450
Non-same store/other (2) (3)
Non-same store			116,103				35,952				80,151				58,751				17,702				41,049				103,688				36,874				66,814
Other (3)			36,584				13,129				23,455				122,705				37,780				84,925				96,927				41,659				55,268
Total non-same store/other			152,687				49,081				103,606				181,456				55,482				125,974				200,615				78,533				122,082
Totals		$	2,571,705			$	822,560			$	1,749,145			$	2,700,691			$	812,984			$	1,887,707			$	2,577,681			$	787,149			$	1,790,532

(1)

For the years ended December 31, 2020 and 2019, same store primarily includes all properties acquired or completed that were stabilized prior to January 1, 2019, less properties subsequently sold, which represented 73,585 apartment units.  For the year ended December 31, 2018, same store primarily includes all properties acquired or completed that were stabilized prior to January 1, 2018, less properties subsequently sold, which represented 71,830 apartment units.

(2)

For the years ended December 31, 2020 and 2019, non-same store primarily includes properties acquired after January 1, 2019, plus any properties in lease-up and not stabilized as of January 1, 2019.  For the year ended December 31, 2018, non-same store primarily includes properties acquired after January 1, 2018, plus any properties in lease-up and not stabilized as of January 1, 2018.

(3)	Other includes development, other corporate operations and operations prior to disposition for properties sold.

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		Year Ended December 31, 2020								Year Ended December 31, 2019
		Total Assets				Capital Expenditures				Total Assets				Capital Expenditures
Same store (1)
Los Angeles		$	3,007,621			$	22,817			$	3,110,659			$	32,611
Orange County			389,007				7,260				404,545				9,276
San Diego			242,429				3,430				252,051				3,947
Subtotal - Southern California			3,639,057				33,507				3,767,255				45,834
San Francisco			3,233,901				18,983				3,345,882				25,925
Washington D.C.			3,066,702				23,626				3,174,721				22,409
New York			3,950,286				25,609				4,004,078				26,976
Seattle			1,802,952				11,372				1,871,232				22,023
Boston			1,758,665				18,367				1,822,373				27,267
Denver			247,133				817				255,974				701
Total same store			17,698,696				132,281				18,241,515				171,135
Non-same store/other (2) (3)
Non-same store			1,664,892				2,627				1,681,367				1,864
Other (3)			923,303				1,071				1,249,887				5,424
Total non-same store/other			2,588,195				3,698				2,931,254				7,288
Totals		$	20,286,891			$	135,979			$	21,172,769			$	178,423

(1)	Same store primarily includes all properties acquired or completed that were stabilized prior to January 1, 2019, less properties subsequently sold, which represented 73,585 apartment units.

(2)	Non-same store primarily includes properties acquired after January 1, 2019, plus any properties in lease-up and not stabilized as of January 1, 2019.

(3)	Other includes development, other corporate operations and capital expenditures for properties sold.

1 8 .

Subsequent Events

There have been no material subsequent events occurring since December 31, 2020.

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Table of Contents

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III - Real Estate and Accumulated Depreciation

Overall Summary

December 31, 2020

		Properties				Apartment Units				Investment in Real Estate, Gross				Accumulated Depreciation				Investment in Real Estate, Net				Encumbrances (1)
Wholly Owned Unencumbered			246				64,363			$	22,528,561,227			$	( 6,521,859,521	)		$	16,006,701,706			$	—
Wholly Owned Encumbered			42				10,127				3,704,582,050				( 1,032,587,859	)			2,671,994,191				2,088,144,904
Wholly Owned Properties			288				74,490				26,233,143,277				( 7,554,447,380	)			18,678,695,897				2,088,144,904
Partially Owned Unencumbered			14				2,699				672,990,027				( 231,543,640	)			441,446,387				—
Partially Owned Encumbered			2				700				297,191,796				( 73,666,183	)			223,525,613				205,744,819
Partially Owned Properties			16				3,399				970,181,823				( 305,209,823	)			664,972,000				205,744,819
Total Unencumbered Properties			260				67,062				23,201,551,254				( 6,753,403,161	)			16,448,148,093				—
Total Encumbered Properties			44				10,827				4,001,773,846				( 1,106,254,042	)			2,895,519,804				2,293,889,723
Total Consolidated Investment in Real Estate			304				77,889			$	27,203,325,100			$	( 7,859,657,203	)		$	19,343,667,897			$	2,293,889,723

(1)	See attached Encumbrances Reconciliation.

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Table of Contents

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III - Real Estate and Accumulated Depreciation

Encumbrances Reconciliation

December 31, 2020

Portfolio/Entity Encumbrances		Number of Properties Encumbered by				See Properties With Note:		Amount
Archstone Master Property Holdings LLC			13			H		$	798,691,865
Portfolio/Entity Encumbrances			13						798,691,865
Individual Property Encumbrances									1,495,197,858
Total Encumbrances per Financial Statements								$	2,293,889,723

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EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III – Real Estate and Accumulated Depreciation

(Amounts in thousands)

The changes in total real estate for the years ended December 31, 2020, 2019 and 2018 are as follows:

		2020				2019				2018
Balance, beginning of year		$	27,533,607			$	26,511,022			$	26,026,896
Acquisitions and development			298,847				1,704,320				855,254
Improvements			154,433				180,944				192,661
Dispositions and other			( 783,562	)			( 862,679	)			( 563,789	)
Balance, end of year		$	27,203,325			$	27,533,607			$	26,511,022

The changes in accumulated depreciation for the years ended December 31, 2020, 2019 and 2018 are as follows:

		2020				2019				2018
Balance, beginning of year		$	7,276,786			$	6,696,281			$	6,040,378
Depreciation			820,832				831,083				785,725
Dispositions and other			( 237,961	)			( 250,578	)			( 129,822	)
Balance, end of year		$	7,859,657			$	7,276,786			$	6,696,281

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Table of Contents

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2020

Description														Initial Cost to Company								Cost Capitalized Subsequent to Acquisition (Improvements, net) (E)				Gross Amount Carried at Close of Period 12/31/20
Apartment Name		Location		Non-Residential Components				Date of Construction		Apartment Units				Land				Building & Fixtures				Building & Fixtures				Land				Building & Fixtures (A)				Total (B)				Accumulated Depreciation (C)				Investment in Real Estate, Net at 12/31/20				Encumbrances
Wholly Owned Unencumbered:
100 K Apartments (fka 100K Street)		Washington, D.C.			—			2018			222			$	15,600,000			$	70,296,069			$	18,484			$	15,600,000			$	70,314,553			$	85,914,553			$	( 6,076,767	)		$	79,837,786			$	—
140 Riverside Boulevard		New York, NY		G				2003			354				103,539,100				94,082,725				10,817,358				103,539,100				104,900,083				208,439,183				( 56,324,733	)			152,114,450				—
160 Riverside Boulevard		New York, NY		G				2001			455				139,933,500				190,964,745				18,135,193				139,933,500				209,099,938				349,033,438				( 112,149,211	)			236,884,227				—
170 Amsterdam		New York, NY		G				2015			236				—				112,096,955				734,040				—				112,830,995				112,830,995				( 25,078,672	)			87,752,323				—
175 Kent		Brooklyn, NY		G				2011			113				22,037,831				53,962,169				2,476,612				22,037,831				56,438,781				78,476,612				( 20,147,633	)			58,328,979				—
180 Montague (fka Brooklyn Heights)		Brooklyn, NY		G				2000			193				32,400,000				92,675,228				5,346,485				32,400,000				98,021,713				130,421,713				( 30,697,551	)			99,724,162				—
180 Riverside Boulevard		New York, NY		G				1998			516				144,968,250				138,346,681				16,593,445				144,968,250				154,940,126				299,908,376				( 83,930,689	)			215,977,687				—
1210 Mass		Washington, D.C.		G				2004			144				9,213,512				36,559,189				3,222,293				9,213,512				39,781,482				48,994,994				( 21,574,097	)			27,420,897				—
1401 Joyce on Pentagon Row		Arlington, VA			—			2004			326				9,780,000				89,668,165				5,636,363				9,780,000				95,304,528				105,084,528				( 41,418,326	)			63,666,202				—
1500 Mass Ave		Washington, D.C.		G				1951			556				54,638,298				40,361,702				16,685,633				54,638,298				57,047,335				111,685,633				( 31,601,970	)			80,083,663				—
1800 Oak (fka Rosslyn)		Arlington, VA		G				2003			314				31,400,000				109,005,734				8,912,514				31,400,000				117,918,248				149,318,248				( 37,308,243	)			112,010,005				—
2201 Pershing Drive		Arlington, VA		G				2012			188				11,321,198				49,674,175				2,798,189				11,321,198				52,472,364				63,793,562				( 17,223,799	)			46,569,763				—
2201 Wilson		Arlington, VA		G				2000			219				21,900,000				78,724,663				5,288,939				21,900,000				84,013,602				105,913,602				( 26,463,239	)			79,450,363				—
2400 M St		Washington, D.C.		G				2006			359				30,006,593				114,013,785				4,779,484				30,006,593				118,793,269				148,799,862				( 61,688,804	)			87,111,058				—
315 on A		Boston, MA		G				2013			202				14,450,070				115,824,930				1,442,998				14,450,070				117,267,928				131,717,998				( 27,148,732	)			104,569,266				—
340 Fremont (fka Rincon Hill)		San Francisco, CA			—			2016			348				42,000,000				248,608,702				366,576				42,000,000				248,975,278				290,975,278				( 43,051,114	)			247,924,164				—
341 Nevins		Brooklyn, NY			—			(F)			—				3,621,717				261,079				—				3,621,717				261,079				3,882,796				—				3,882,796				—
3003 Van Ness (fka Van Ness)		Washington, D.C.			—			1970			625				56,300,000				141,191,580				8,427,901				56,300,000				149,619,481				205,919,481				( 49,200,506	)			156,718,975				—
425 Mass		Washington, D.C.		G				2009			559				28,150,000				138,600,000				5,317,169				28,150,000				143,917,169				172,067,169				( 58,212,092	)			113,855,077				—
455 Eye Street		Washington, D.C.		G				2017			174				11,941,407				61,418,689				59,540				11,941,407				61,478,229				73,419,636				( 8,480,027	)			64,939,609				—
4th and Hill		Los Angeles, CA			—			(F)			—				13,131,456				18,548,300				—				13,131,456				18,548,300				31,679,756				—				31,679,756				—
55 West Fifth I & II (fka Townhouse Plaza and Gardens)		San Mateo, CA			—			1964/1972			241				21,041,710				71,931,323				14,359,593				21,041,710				86,290,916				107,332,626				( 32,617,071	)			74,715,555				—
600 Washington		New York, NY		G				2004			135				32,852,000				43,140,551				2,440,539				32,852,000				45,581,090				78,433,090				( 23,873,446	)			54,559,644				—
660 Washington (fka Boston Common)		Boston, MA		G				2006			420				106,100,000				166,311,679				7,631,972				106,100,000				173,943,651				280,043,651				( 52,935,820	)			227,107,831				—
70 Greene		Jersey City, NJ		G				2010			480				28,108,899				236,763,553				3,894,770				28,108,899				240,658,323				268,767,222				( 90,074,628	)			178,692,594				—
71 Broadway		New York, NY		G				1997			238				22,611,600				77,492,171				18,570,618				22,611,600				96,062,789				118,674,389				( 55,283,708	)			63,390,681				—
77 Bluxome		San Francisco, CA			—			2007			102				5,249,124				18,609,876				498,937				5,249,124				19,108,813				24,357,937				( 7,020,181	)			17,337,756				—
77 Park Avenue (fka Hoboken)		Hoboken, NJ		G				2000			301				27,900,000				168,992,440				8,837,952				27,900,000				177,830,392				205,730,392				( 54,327,929	)			151,402,463				—
777 Sixth		New York, NY		G				2002			294				65,352,706				65,747,294				5,748,406				65,352,706				71,495,700				136,848,406				( 33,061,181	)			103,787,225				—
88 Hillside		Daly City, CA		G				2011			95				7,786,800				31,587,325				3,442,015				7,786,800				35,029,340				42,816,140				( 12,829,331	)			29,986,809				—
855 Brannan		San Francisco, CA		G				2018			449				41,363,921				282,133,994				132,534				41,363,921				282,266,528				323,630,449				( 34,706,782	)			288,923,667				—
929 Mass (fka 929 House)		Cambridge, MA		G				1975			127				3,252,993				21,745,595				8,432,225				3,252,993				30,177,820				33,430,813				( 21,091,399	)			12,339,414				—
Academy Village		North Hollywood, CA			—			1989			248				25,000,000				23,593,194				11,156,576				25,000,000				34,749,770				59,749,770				( 21,580,086	)			38,169,684				—
Acappella		Pasadena, CA			—			2002			143				5,839,548				29,360,452				2,419,827				5,839,548				31,780,279				37,619,827				( 13,423,512	)			24,196,315				—
Acton Courtyard		Berkeley, CA		G				2003			71				5,550,000				15,785,509				445,554				5,550,000				16,231,063				21,781,063				( 8,147,133	)			13,633,930				—
Alban Towers		Washington, D.C.			—			1934			229				18,900,000				89,794,201				7,195,879				18,900,000				96,990,080				115,890,080				( 29,449,847	)			86,440,233				—
Alborada		Fremont, CA			—			1999			442				24,310,000				59,214,129				9,737,294				24,310,000				68,951,423				93,261,423				( 47,184,982	)			46,076,441				—
Alcott Apartments (fka West End Tower)		Boston, MA		G				(F)			—				10,424,000				257,358,529				—				10,424,000				257,358,529				267,782,529				—				267,782,529				—
Altitude (fka Village at Howard Hughes, The (Lots 1 & 2))		Los Angeles, CA			—			2016			545				43,783,485				150,235,105				612,403				43,783,485				150,847,508				194,630,993				( 26,754,900	)			167,876,093				—
Alton, The (fka Millikan)		Irvine, CA			—			2017			344				11,049,027				96,524,128				243,844				11,049,027				96,767,972				107,816,999				( 15,320,884	)			92,496,115				—
Arbor Terrace		Sunnyvale, CA			—			1979			175				9,057,300				18,483,642				11,966,964				9,057,300				30,450,606				39,507,906				( 19,584,926	)			19,922,980				—
Arches, The		Sunnyvale, CA			—			1974			410				26,650,000				62,850,000				3,279,238				26,650,000				66,129,238				92,779,238				( 27,016,180	)			65,763,058				—

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EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2020

Description														Initial Cost to Company								Cost Capitalized Subsequent to Acquisition (Improvements, net) (E)				Gross Amount Carried at Close of Period 12/31/20
Apartment Name		Location		Non-Residential Components				Date of Construction		Apartment Units				Land				Building & Fixtures				Building & Fixtures				Land				Building & Fixtures (A)				Total (B)				Accumulated Depreciation (C)				Investment in Real Estate, Net at 12/31/20				Encumbrances
Artisan on Second		Los Angeles, CA			—			2008			118				8,000,400				36,074,600				1,298,143				8,000,400				37,372,743				45,373,143				( 14,173,055	)			31,200,088				—
Artistry Emeryville (fka Emeryville)		Emeryville, CA			—			1994			267				12,300,000				61,466,267				7,368,364				12,300,000				68,834,631				81,134,631				( 23,980,609	)			57,154,022				—
Atelier		Brooklyn, NY		G				2015			120				32,401,680				47,135,432				515,334				32,401,680				47,650,766				80,052,446				( 10,219,483	)			69,832,963				—
Avenue Two		Redwood City, CA			—			1972			123				7,995,000				18,005,000				2,509,228				7,995,000				20,514,228				28,509,228				( 8,409,710	)			20,099,518				—
Axis at Shady Grove		Rockville, MD			—			2016			366				14,745,774				90,503,831				240,588				14,745,774				90,744,419				105,490,193				( 11,084,271	)			94,405,922				—
Azure (fka Mission Bay-Block 13)		San Francisco, CA			—			2015			273				32,855,115				153,567,641				479,066				32,855,115				154,046,707				186,901,822				( 30,930,604	)			155,971,218				—
Bay Hill		Long Beach, CA			—			2002			160				7,600,000				27,437,239				4,043,249				7,600,000				31,480,488				39,080,488				( 17,947,925	)			21,132,563				—
Beatrice, The		New York, NY			—			2010			302				114,351,405				165,648,595				2,437,470				114,351,405				168,086,065				282,437,470				( 56,957,402	)			225,480,068				—
Bella Vista I, II, III Combined		Woodland Hills, CA			—			2003-2007			579				31,682,754				121,095,786				11,255,581				31,682,754				132,351,367				164,034,121				( 68,433,638	)			95,600,483				—
Belle Arts Condominium Homes, LLC		Bellevue, WA			—			2000			1				63,158				236,157				2,098				63,158				238,255				301,413				( 99,931	)			201,482				—
Belle Fontaine		Marina Del Rey, CA			—			2003			102				9,098,808				28,701,192				2,356,766				9,098,808				31,057,958				40,156,766				( 11,041,933	)			29,114,833				—
Breakwater at Marina Del Rey		Marina Del Rey, CA			—			1964-1969			224				—				73,189,262				2,420,327				—				75,609,589				75,609,589				( 25,201,234	)			50,408,355				—
Briarwood (CA)		Sunnyvale, CA			—			1985			192				9,991,500				22,247,278				4,418,254				9,991,500				26,665,532				36,657,032				( 20,063,847	)			16,593,185				—
Brodie, The		Westminster, CO			—			2016			312				8,639,904				79,254,618				685,818				8,639,904				79,940,436				88,580,340				( 8,800,355	)			79,779,985				—
Brooklyner, The (fka 111 Lawrence)		Brooklyn, NY		G				2010			490				40,099,922				221,438,631				5,139,174				40,099,922				226,577,805				266,677,727				( 77,766,873	)			188,910,854				—
C on Pico		Los Angeles, CA			—			2014			94				17,125,766				28,074,234				607,130				17,125,766				28,681,364				45,807,130				( 6,042,014	)			39,765,116				—
Carlyle Mill		Alexandria, VA			—			2002			317				10,000,000				51,367,913				9,482,880				10,000,000				60,850,793				70,850,793				( 37,283,170	)			33,567,623				—
Carmel Terrace		San Diego, CA			—			1988-1989			384				2,288,300				20,596,281				12,821,204				2,288,300				33,417,485				35,705,785				( 29,568,634	)			6,137,151				—
Cascade		Seattle, WA		G				2017			477				23,751,564				149,384,842				58,556				23,751,564				149,443,398				173,194,962				( 20,377,508	)			152,817,454				—
Centennial (fka Centennial Court & Centennial Tower)		Seattle, WA		G				1991/2001			408				9,700,000				70,080,378				14,204,709				9,700,000				84,285,087				93,985,087				( 47,446,620	)			46,538,467				—
Centre Club Combined		Ontario, CA			—			1994 & 2002			412				7,436,000				33,014,789				9,778,429				7,436,000				42,793,218				50,229,218				( 28,483,810	)			21,745,408				—
Chelsea Square		Redmond, WA			—			1991			113				3,397,100				9,289,074				3,046,308				3,397,100				12,335,382				15,732,482				( 9,272,305	)			6,460,177				—
Chloe on Madison (fka 1401 E. Madison)		Seattle, WA		G				2019			137				10,401,958				53,750,777				2,916				10,401,958				53,753,693				64,155,651				( 2,655,541	)			61,500,110				—
Chloe on Union (fka Chloe)		Seattle, WA		G				2010			117				14,835,571				39,359,650				2,872,330				14,835,571				42,231,980				57,067,551				( 6,417,475	)			50,650,076				—
Church Corner		Cambridge, MA		G				1987			85				5,220,000				16,744,643				3,414,899				5,220,000				20,159,542				25,379,542				( 11,781,658	)			13,597,884				—
City Gate at Cupertino (fka Cupertino)		Cupertino, CA			—			1998			311				40,400,000				95,937,046				7,718,239				40,400,000				103,655,285				144,055,285				( 33,293,690	)			110,761,595				—
City Square Bellevue (fka Bellevue)		Bellevue, WA		G				1998			191				15,100,000				41,876,257				3,956,888				15,100,000				45,833,145				60,933,145				( 15,186,445	)			45,746,700				—
Clarendon, The		Arlington, VA		G				2005			292				30,400,340				103,824,660				2,799,573				30,400,340				106,624,233				137,024,573				( 40,439,940	)			96,584,633				—
Cleo, The		Los Angeles, CA			—			1989			92				6,615,467				14,829,335				4,278,181				6,615,467				19,107,516				25,722,983				( 10,359,000	)			15,363,983				—
Connecticut Heights		Washington, D.C.			—			1974			518				27,600,000				114,002,295				10,672,491				27,600,000				124,674,786				152,274,786				( 38,864,851	)			113,409,935				—
Corcoran House at DuPont Circle (fka DuPont Circle)		Washington, D.C.		G				1961			138				13,500,000				26,913,113				4,106,014				13,500,000				31,019,127				44,519,127				( 10,154,028	)			34,365,099				—
Courthouse Plaza		Arlington, VA		G				1990			396				—				87,386,024				6,926,335				—				94,312,359				94,312,359				( 31,836,593	)			62,475,766				—
Creekside (San Mateo)		San Mateo, CA			—			1985			192				9,606,600				21,193,232				5,528,464				9,606,600				26,721,696				36,328,296				( 19,983,009	)			16,345,287				—
Cronins Landing		Waltham, MA		G				1998			281				32,300,000				85,119,324				12,705,880				32,300,000				97,825,204				130,125,204				( 31,367,886	)			98,757,318				—
Crystal Place		Arlington, VA			—			1986			181				17,200,000				47,918,975				4,101,843				17,200,000				52,020,818				69,220,818				( 17,674,647	)			51,546,171				—
Dalton, The		Alexandria, VA		G				2018			270				22,947,777				95,334,754				95,439				22,947,777				95,430,193				118,377,970				( 7,103,749	)			111,274,221				—
Deerwood (SD)		San Diego, CA			—			1990			316				2,082,095				18,739,815				16,342,739				2,082,095				35,082,554				37,164,649				( 31,387,018	)			5,777,631				—
Del Mar Ridge		San Diego, CA			—			1998			181				7,801,824				36,948,176				4,478,037				7,801,824				41,426,213				49,228,037				( 19,145,873	)			30,082,164				—
Eagle Canyon		Chino Hills, CA			—			1985			252				1,808,900				16,274,361				11,453,379				1,808,900				27,727,740				29,536,640				( 21,958,570	)			7,578,070				—
Edge, The (fka 4885 Edgemoor Lane)		Bethesda, MD			—			(F)			—				—				52,311,710				—				—				52,311,710				52,311,710				—				52,311,710				—
Edgemont at Bethesda Metro		Bethesda, MD			—			1989			122				13,092,552				43,907,448				2,485,329				13,092,552				46,392,777				59,485,329				( 16,714,861	)			42,770,468				—
Emerson Place		Boston, MA		G				1962			444				14,855,000				57,566,636				36,095,829				14,855,000				93,662,465				108,517,465				( 67,775,615	)			40,741,850				—
Encore at Sherman Oaks, The		Sherman Oaks, CA			—			1988			174				8,700,000				25,446,003				4,521,390				8,700,000				29,967,393				38,667,393				( 11,941,930	)			26,725,463				—
Eviva on Cherokee		Denver, CO			—			2017			274				10,507,626				100,037,204				512,431				10,507,626				100,549,635				111,057,261				( 10,488,698	)			100,568,563				—

S-5

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Table of Contents

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2020

Description														Initial Cost to Company								Cost Capitalized Subsequent to Acquisition (Improvements, net) (E)				Gross Amount Carried at Close of Period 12/31/20
Apartment Name		Location		Non-Residential Components				Date of Construction		Apartment Units				Land				Building & Fixtures				Building & Fixtures				Land				Building & Fixtures (A)				Total (B)				Accumulated Depreciation (C)				Investment in Real Estate, Net at 12/31/20				Encumbrances
Fountains at Emerald Park (fka Emerald Park)		Dublin, CA			—			2000			324				25,900,000				83,986,217				4,735,333				25,900,000				88,721,550				114,621,550				( 28,555,812	)			86,065,738				—
Fremont Center		Fremont, CA		G				2002			322				25,800,000				78,753,114				5,103,474				25,800,000				83,856,588				109,656,588				( 27,673,493	)			81,983,095				—
Gaithersburg Station		Gaithersburg, MD		G				2013			400				17,500,000				74,678,917				4,636,691				17,500,000				79,315,608				96,815,608				( 23,625,030	)			73,190,578				—
Gallery, The		Hermosa Beach, CA			—			1971			169				18,144,000				46,567,941				3,103,348				18,144,000				49,671,289				67,815,289				( 26,326,719	)			41,488,570				—
Gateway at Malden Center		Malden, MA		G				1988			203				9,209,780				25,722,666				17,360,595				9,209,780				43,083,261				52,293,041				( 28,698,550	)			23,594,491				—
Geary Court Yard		San Francisco, CA			—			1990			165				1,722,400				15,471,429				6,286,909				1,722,400				21,758,338				23,480,738				( 16,463,219	)			7,017,519				—
Girard		Boston, MA		G				2016			160				—				102,450,328				921,575				—				103,371,903				103,371,903				( 14,956,283	)			88,415,620				—
Hampshire Place		Los Angeles, CA			—			1989			259				10,806,000				30,335,330				8,663,329				10,806,000				38,998,659				49,804,659				( 21,516,455	)			28,288,204				—
Harbor Steps		Seattle, WA		G				2000			761				59,403,601				158,829,432				43,131,840				59,403,601				201,961,272				261,364,873				( 105,902,659	)			155,462,214				—
Hathaway		Long Beach, CA			—			1987			385				2,512,500				22,611,912				14,527,190				2,512,500				37,139,102				39,651,602				( 28,554,178	)			11,097,424				—
Helios (fka 2nd+Pine)		Seattle, WA		G				2017			398				18,061,674				206,761,817				183,520				18,061,674				206,945,337				225,007,011				( 28,336,441	)			196,670,570				—
Heritage at Stone Ridge		Burlington, MA			—			2005			180				10,800,000				31,808,335				3,054,858				10,800,000				34,863,193				45,663,193				( 19,026,623	)			26,636,570				—
Heritage Ridge		Lynwood, WA			—			1999			197				6,895,000				18,983,597				4,683,392				6,895,000				23,666,989				30,561,989				( 12,962,130	)			17,599,859				—
Hesby		North Hollywood, CA			—			2013			308				23,299,892				102,700,108				2,406,522				23,299,892				105,106,630				128,406,522				( 28,701,909	)			99,704,613				—
Highlands at South Plainfield		South Plainfield, NJ			—			2000			252				10,080,000				37,526,912				2,930,209				10,080,000				40,457,121				50,537,121				( 21,704,492	)			28,832,629				—
Hikari		Los Angeles, CA		G				2007			128				9,435,760				32,564,240				1,055,340				9,435,760				33,619,580				43,055,340				( 12,719,419	)			30,335,921				—
Hillside ll		Daly City, CA			—			(F)			—				—				1,892,874				—				—				1,892,874				1,892,874				—				1,892,874				—
Hudson Crossing		New York, NY		G				2003			259				23,420,000				69,977,699				3,305,385				23,420,000				73,283,084				96,703,084				( 41,028,871	)			55,674,213				—
Hudson Pointe		Jersey City, NJ			—			2003			182				5,350,000				41,114,074				7,258,907				5,350,000				48,372,981				53,722,981				( 28,021,673	)			25,701,308				—
Huxley, The		Redwood City, CA			—			2018			137				18,775,028				89,336,651				38,505				18,775,028				89,375,156				108,150,184				( 7,124,237	)			101,025,947				—
Ivory Wood		Bothell, WA			—			2000			144				2,732,800				13,888,282				1,964,134				2,732,800				15,852,416				18,585,216				( 9,126,262	)			9,458,954				—
Jia (fka Chinatown Gateway)		Los Angeles, CA		G				2014			280				14,791,831				78,218,492				917,303				14,791,831				79,135,795				93,927,626				( 25,013,639	)			68,913,987				—
Junction 47 (fka West Seattle)		Seattle, WA		G				2015			206				11,726,305				56,584,312				256,046				11,726,305				56,840,358				68,566,663				( 12,195,811	)			56,370,852				—
Kelvin, The (fka Modera)		Irvine, CA			—			2015			194				15,521,552				64,853,448				778,776				15,521,552				65,632,224				81,153,776				( 15,146,860	)			66,006,916				—
Laguna Clara		Santa Clara, CA			—			1972			264				13,642,420				31,270,480				7,218,616				13,642,420				38,489,096				52,131,516				( 21,078,780	)			31,052,736				—
Landings at Port Imperial		W. New York, NJ			—			1999			276				27,246,045				37,741,050				15,622,471				27,246,045				53,363,521				80,609,566				( 35,393,712	)			45,215,854				—
Lane		Seattle, WA		G				2019			217				13,142,946				71,933,303				65,928				13,142,946				71,999,231				85,142,177				( 4,558,633	)			80,583,544				—
Lex, The		San Jose, CA			—			2017			387				21,817,512				158,778,598				462,150				21,817,512				159,240,748				181,058,260				( 15,000,565	)			166,057,695				—
Liberty Park		Braintree, MA			—			2000			202				5,977,504				26,749,111				7,808,575				5,977,504				34,557,686				40,535,190				( 21,422,606	)			19,112,584				—
Liberty Tower		Arlington, VA		G				2008			235				16,382,822				83,817,078				4,517,251				16,382,822				88,334,329				104,717,151				( 34,837,074	)			69,880,077				—
Lincoln Heights		Quincy, MA			—			1991			336				5,928,400				33,595,262				15,212,279				5,928,400				48,807,541				54,735,941				( 39,401,499	)			15,334,442				—
Lofts at Kendall Square (fka Kendall Square)		Cambridge, MA			—			1998			186				18,696,674				78,445,657				7,530,710				18,696,674				85,976,367				104,673,041				( 27,734,674	)			76,938,367				—
Lofts at Kendall Square ll (fka 249 Third Street)		Cambridge, MA		G				2019			84				4,603,326				44,438,432				( 503	)			4,603,326				44,437,929				49,041,255				( 2,109,619	)			46,931,636				—
Longacre House		New York, NY		G				2000			293				73,170,045				53,962,510				5,401,688				73,170,045				59,364,198				132,534,243				( 28,246,752	)			104,287,491				—
Longfellow Place		Boston, MA		G				1975			710				38,264,917				132,175,915				89,681,781				38,264,917				221,857,696				260,122,613				( 163,889,861	)			96,232,752				—
Madox		Jersey City, NJ		G				2013			131				9,679,635				64,594,205				961,691				9,679,635				65,555,896				75,235,531				( 7,494,654	)			67,740,877				—
Mantena		New York, NY		G				2012			98				22,346,513				61,501,158				1,480,793				22,346,513				62,981,951				85,328,464				( 20,145,143	)			65,183,321				—
Marina 41 (fka Marina Del Rey)		Marina Del Rey, CA			—			1973			623				—				168,842,442				9,623,804				—				178,466,246				178,466,246				( 59,646,703	)			118,819,543				—
Mariposa at Playa Del Rey (fka Playa Del Rey)		Playa Del Rey, CA			—			2004			354				60,900,000				89,311,482				7,039,392				60,900,000				96,350,874				157,250,874				( 31,786,197	)			125,464,677				—
Mark on 8th		Seattle, WA		G				2016			174				23,004,387				51,148,861				172,242				23,004,387				51,321,103				74,325,490				( 6,791,552	)			67,533,938				—
Market Street Village		San Diego, CA			—			2006			229				13,740,000				40,757,301				2,627,968				13,740,000				43,385,269				57,125,269				( 22,558,686	)			34,566,583				—
Milano Lofts		Los Angeles, CA		G				1925/2006			99				8,125,216				27,378,784				4,435,789				8,125,216				31,814,573				39,939,789				( 10,534,953	)			29,404,836				—
Mill Creek		Milpitas, CA			—			1991			516				12,858,693				57,168,503				18,006,191				12,858,693				75,174,694				88,033,387				( 43,305,918	)			44,727,469				—

S-6

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Table of Contents

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2020

Description														Initial Cost to Company								Cost Capitalized Subsequent to Acquisition (Improvements, net) (E)				Gross Amount Carried at Close of Period 12/31/20
Apartment Name		Location		Non-Residential Components				Date of Construction		Apartment Units				Land				Building & Fixtures				Building & Fixtures				Land				Building & Fixtures (A)				Total (B)				Accumulated Depreciation (C)				Investment in Real Estate, Net at 12/31/20				Encumbrances
Mosaic at Metro		Hyattsville, MD			—			2008			260				—				59,580,898				1,669,692				—				61,250,590				61,250,590				( 25,749,117	)			35,501,473				—
Mountain View Redevelopment		Mountain View, CA			—			(F)			—				—				1,630,338				—				—				1,630,338				1,630,338				—				1,630,338				—
Mozaic at Union Station		Los Angeles, CA			—			2007			272				8,500,000				52,529,446				2,595,464				8,500,000				55,124,910				63,624,910				( 27,902,570	)			35,722,340				—
Murray Hill Tower (fka Murray Hill)		New York, NY		G				1974			270				75,800,000				102,705,401				11,586,703				75,800,000				114,292,104				190,092,104				( 38,926,014	)			151,166,090				—
Next on Sixth		Los Angeles, CA		G				2017			398				52,509,906				136,635,650				161,352				52,509,906				136,797,002				189,306,908				( 13,325,292	)			175,981,616				—
North Pier at Harborside		Jersey City, NJ			—			2003			297				4,000,159				94,290,590				7,943,309				4,000,159				102,233,899				106,234,058				( 57,060,669	)			49,173,389				—
Northglen		Valencia, CA			—			1988			234				9,360,000				20,778,553				7,159,183				9,360,000				27,937,736				37,297,736				( 17,739,770	)			19,557,966				—
Northpark		Burlingame, CA			—			1972			510				38,607,000				77,472,217				15,619,323				38,607,000				93,091,540				131,698,540				( 43,765,024	)			87,933,516				—
Notch		Newcastle, WA			—			2020			158				5,463,324				43,490,989				5,378				5,463,324				43,496,367				48,959,691				( 1,267,355	)			47,692,336				—
Oak Park Combined		Agoura Hills, CA			—			1989 & 1990			444				3,390,700				30,517,274				11,540,745				3,390,700				42,058,019				45,448,719				( 35,268,612	)			10,180,107				—
Oaks		Santa Clarita, CA			—			2000			520				23,400,000				61,020,438				8,845,874				23,400,000				69,866,312				93,266,312				( 41,469,709	)			51,796,603				—
Oakwood Crystal City		Arlington, VA			—			1987			162				15,400,000				35,474,336				4,223,339				15,400,000				39,697,675				55,097,675				( 13,360,668	)			41,737,007				—
Ocean Crest		Solana Beach, CA			—			1986			146				5,111,200				11,910,438				5,063,378				5,111,200				16,973,816				22,085,016				( 12,541,852	)			9,543,164				—
Odin (fka Tallman)		Seattle, WA			—			2015			301				16,807,519				64,519,515				95,579				16,807,519				64,615,094				81,422,613				( 13,686,832	)			67,735,781				—
One Henry Adams		San Francisco, CA		G				2016			241				30,224,393				139,564,405				75,093				30,224,393				139,639,498				169,863,891				( 22,296,095	)			147,567,796				—
One India Street (fka Oakwood Boston)		Boston, MA		G				1901			94				22,200,000				28,672,979				6,922,941				22,200,000				35,595,920				57,795,920				( 11,405,705	)			46,390,215				—
Pacific Place		Los Angeles, CA			—			2008			430				32,250,000				110,750,000				2,166,746				32,250,000				112,916,746				145,166,746				( 35,114,578	)			110,052,168				—
Packard Building		Seattle, WA		G				2010			61				5,911,041				19,954,959				1,230,863				5,911,041				21,185,822				27,096,863				( 4,881,973	)			22,214,890				—
Parc 77		New York, NY		G				1903			137				40,504,000				18,025,679				6,888,757				40,504,000				24,914,436				65,418,436				( 14,944,137	)			50,474,299				—
Parc Cameron		New York, NY		G				1927			166				37,600,000				9,855,597				7,768,599				37,600,000				17,624,196				55,224,196				( 12,262,578	)			42,961,618				—
Parc Coliseum		New York, NY		G				1910			177				52,654,000				23,045,751				9,759,837				52,654,000				32,805,588				85,459,588				( 20,290,750	)			65,168,838				—
Parc East Towers		New York, NY		G				1977			324				102,163,000				108,989,402				13,101,902				102,163,000				122,091,304				224,254,304				( 60,987,908	)			163,266,396				—
Parc on Powell (fka Parkside at Emeryville)		Emeryville, CA		G				2015			173				16,667,059				65,100,751				753,908				16,667,059				65,854,659				82,521,718				( 14,664,513	)			67,857,205				—
Park Connecticut		Washington, D.C.			—			2000			142				13,700,000				59,087,519				2,161,224				13,700,000				61,248,743				74,948,743				( 18,692,087	)			56,256,656				—
Park West (CA)		Los Angeles, CA			—			1987/1990			444				3,033,500				27,302,383				12,931,215				3,033,500				40,233,598				43,267,098				( 32,562,373	)			10,704,725				—
Parkside		Union City, CA			—			1979			208				6,246,700				11,827,453				8,446,035				6,246,700				20,273,488				26,520,188				( 14,157,450	)			12,362,738				—
Pearl, The (WA)		Seattle, WA		G				2008			80				6,972,585				26,527,415				1,126,346				6,972,585				27,653,761				34,626,346				( 6,325,802	)			28,300,544				—
Pearl MDR (fka Oakwood Marina Del Rey)		Marina Del Rey, CA		G				1969			597				—				120,795,359				6,550,150				—				127,345,509				127,345,509				( 43,885,705	)			83,459,804				—
Pegasus		Los Angeles, CA		G				1949/2003			322				18,094,052				81,905,948				7,302,934				18,094,052				89,208,882				107,302,934				( 35,775,990	)			71,526,944				—
Playa Pacifica		Hermosa Beach, CA			—			1972			285				35,100,000				33,473,822				24,084,348				35,100,000				57,558,170				92,658,170				( 34,060,220	)			58,597,950				—
Portofino		Chino Hills, CA			—			1989			176				3,572,400				14,660,994				3,963,453				3,572,400				18,624,447				22,196,847				( 14,859,876	)			7,336,971				—
Portofino (Val)		Valencia, CA			—			1989			216				8,640,000				21,487,126				6,277,627				8,640,000				27,764,753				36,404,753				( 18,614,995	)			17,789,758				—
Portside Towers		Jersey City, NJ		G				1992-1997			527				22,487,006				96,842,913				26,069,539				22,487,006				122,912,452				145,399,458				( 93,853,487	)			51,545,971				—
Potrero 1010		San Francisco, CA		G				2016			453				40,830,011				181,855,868				989,838				40,830,011				182,845,706				223,675,717				( 33,782,465	)			189,893,252				—
Prado (fka Glendale)		Glendale, CA			—			1988			264				—				67,977,313				6,662,673				—				74,639,986				74,639,986				( 24,014,696	)			50,625,290				—
Prime, The		Arlington, VA			—			2002			281				34,625,000				77,879,740				4,771,834				34,625,000				82,651,574				117,276,574				( 35,430,836	)			81,845,738				—
Prism at Park Avenue South (fka 400 Park Avenue South)		New York, NY		G				2015			269				76,292,169				171,726,887				231,618				76,292,169				171,958,505				248,250,674				( 38,979,951	)			209,270,723				—
Promenade at Town Center I & II		Valencia, CA			—			2001			564				28,200,000				69,795,915				12,726,006				28,200,000				82,521,921				110,721,921				( 47,521,592	)			63,200,329				—
Providence		Bothell, WA			—			2000			200				3,573,621				19,055,505				5,058,503				3,573,621				24,114,008				27,687,629				( 13,078,610	)			14,609,019				—
Quarry Hills		Quincy, MA			—			2006			316				26,900,000				84,411,162				4,822,863				26,900,000				89,234,025				116,134,025				( 28,874,667	)			87,259,358				—
Radius Uptown		Denver, CO			—			2017			372				13,644,960				121,899,084				1,070,656				13,644,960				122,969,740				136,614,700				( 14,861,159	)			121,753,541				—
Red 160 (fka Redmond Way)		Redmond, WA		G				2011			250				15,546,376				65,320,010				1,554,405				15,546,376				66,874,415				82,420,791				( 22,940,448	)			59,480,343				—
Redmond Court		Bellevue, WA			—			1977			206				10,300,000				33,488,745				1,923,709				10,300,000				35,412,454				45,712,454				( 12,697,765	)			33,014,689				—

S-7

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Table of Contents

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2020

Description														Initial Cost to Company								Cost Capitalized Subsequent to Acquisition (Improvements, net) (E)				Gross Amount Carried at Close of Period 12/31/20
Apartment Name		Location		Non-Residential Components				Date of Construction		Apartment Units				Land				Building & Fixtures				Building & Fixtures				Land				Building & Fixtures (A)				Total (B)				Accumulated Depreciation (C)				Investment in Real Estate, Net at 12/31/20				Encumbrances
Regency Palms		Huntington Beach, CA			—			1969			310				1,857,400				16,713,254				8,166,256				1,857,400				24,879,510				26,736,910				( 20,072,599	)			6,664,311				—
Reserve at Clarendon Centre, The		Arlington, VA		G				2003			252				10,500,000				52,812,935				5,015,196				10,500,000				57,828,131				68,328,131				( 34,812,389	)			33,515,742				—
Reserve at Eisenhower, The		Alexandria, VA			—			2002			226				6,500,000				34,585,060				5,104,139				6,500,000				39,689,199				46,189,199				( 23,797,415	)			22,391,784				—
Reserve at Empire Lakes		Rancho Cucamonga, CA			—			2005			467				16,345,000				73,080,670				5,402,223				16,345,000				78,482,893				94,827,893				( 41,826,076	)			53,001,817				—
Reserve at Fairfax Corner		Fairfax, VA			—			2001			652				15,804,057				63,129,051				13,200,537				15,804,057				76,329,588				92,133,645				( 47,641,317	)			44,492,328				—
Reserve at Mountain View (fka Mountain View)		Mountain View, CA			—			1965			180				27,000,000				33,029,605				7,682,065				27,000,000				40,711,670				67,711,670				( 14,792,142	)			52,919,528				—
Reserve at Potomac Yard		Alexandria, VA			—			2002			588				11,918,917				68,862,641				18,128,215				11,918,917				86,990,856				98,909,773				( 49,807,938	)			49,101,835				—
Reserve at Town Center I-III (WA)		Mill Creek, WA		G				2001, 2009, 2014			584				16,768,705				77,623,664				9,950,448				16,768,705				87,574,112				104,342,817				( 39,942,888	)			64,399,929				—
Residences at Westgate I (fka Westgate II)		Pasadena, CA		G				2014			252				17,859,785				109,261,438				603,327				17,859,785				109,864,765				127,724,550				( 30,747,047	)			96,977,503				—
Residences at Westgate II (fka Westgate III)		Pasadena, CA		G				2015			88				12,118,248				40,486,467				119,401				12,118,248				40,605,868				52,724,116				( 9,059,400	)			43,664,716				—
Rianna I & II		Seattle, WA		G				2000/2002			156				4,430,000				29,298,096				1,594,173				4,430,000				30,892,269				35,322,269				( 13,558,016	)			21,764,253				—
Ridgewood Village I&II		San Diego, CA			—			1997			408				11,809,500				34,004,048				6,762,215				11,809,500				40,766,263				52,575,763				( 29,418,122	)			23,157,641				—
Riva Terra I (fka Redwood Shores)		Redwood City, CA			—			1986			304				34,963,355				84,587,658				8,097,405				34,963,355				92,685,063				127,648,418				( 31,553,572	)			96,094,846				—
Riva Terra II (fka Harborside)		Redwood City, CA			—			1986			149				17,136,645				40,536,531				4,063,635				17,136,645				44,600,166				61,736,811				( 13,928,284	)			47,808,527				—
Riverpark		Redmond, WA		G				2009			321				14,355,000				80,894,049				4,803,736				14,355,000				85,697,785				100,052,785				( 30,548,447	)			69,504,338				—
Rivington, The		Hoboken, NJ			—			1999			240				34,340,640				112,730,596				3,283,711				34,340,640				116,014,307				150,354,947				( 15,662,554	)			134,692,393				—
Rosecliff II		Quincy, MA			—			2005			130				4,922,840				30,202,160				1,801,272				4,922,840				32,003,432				36,926,272				( 12,228,816	)			24,697,456				—
Sakura Crossing		Los Angeles, CA		G				2009			230				14,641,990				42,858,010				1,561,995				14,641,990				44,420,005				59,061,995				( 17,561,315	)			41,500,680				—
Saxton		Seattle, WA		G				2019			325				38,805,400				128,652,023				373,996				38,805,400				129,026,019				167,831,419				( 9,518,028	)			158,313,391				—
Seventh & James		Seattle, WA		G				1992			96				663,800				5,974,803				4,639,194				663,800				10,613,997				11,277,797				( 8,600,004	)			2,677,793				—
Sheffield Court		Arlington, VA			—			1986			597				3,342,381				31,337,332				18,847,422				3,342,381				50,184,754				53,527,135				( 41,685,265	)			11,841,870				—
Siena Terrace		Lake Forest, CA			—			1988			356				8,900,000				24,083,024				8,661,820				8,900,000				32,744,844				41,644,844				( 24,001,604	)			17,643,240				—
Skycrest		Valencia, CA			—			1999			264				10,560,000				25,574,457				6,581,900				10,560,000				32,156,357				42,716,357				( 21,036,234	)			21,680,123				—
Skylark		Union City, CA			—			1986			174				1,781,600				16,731,916				5,763,877				1,781,600				22,495,793				24,277,393				( 16,357,971	)			7,919,422				—
Skyview		Rancho Santa Margarita, CA			—			1999			260				3,380,000				21,952,863				6,109,768				3,380,000				28,062,631				31,442,631				( 20,168,570	)			11,274,061				—
SoMa II		San Francisco, CA			—			(F)			—				29,406,606				5,913,784				—				29,406,606				5,913,784				35,320,390				—				35,320,390				—
Sonterra at Foothill Ranch		Foothill Ranch, CA			—			1997			300				7,503,400				24,048,507				6,242,034				7,503,400				30,290,541				37,793,941				( 22,570,636	)			15,223,305				—
South City Station (fka South San Francisco)		San Francisco, CA		G				2007			368				68,900,000				79,476,861				5,874,314				68,900,000				85,351,175				154,251,175				( 27,619,642	)			126,631,533				—
Southwood		Palo Alto, CA			—			1985			100				6,936,600				14,324,069				7,029,392				6,936,600				21,353,461				28,290,061				( 14,889,800	)			13,400,261				—
Springline		Seattle, WA		G				2016			136				9,163,667				47,910,981				462,653				9,163,667				48,373,634				57,537,301				( 8,167,981	)			49,369,320				—
STOA		Los Angeles, CA		G				2017			237				25,326,048				79,976,031				466,898				25,326,048				80,442,929				105,768,977				( 8,160,539	)			97,608,438				—
Summerset Village		Chatsworth, CA			—			1985			280				2,890,450				23,670,889				8,738,634				2,890,450				32,409,523				35,299,973				( 26,387,722	)			8,912,251				—
Summit at Sausalito (fka Sausalito)		Sausalito, CA			—			1978			198				26,000,000				28,435,024				9,988,645				26,000,000				38,423,669				64,423,669				( 15,803,477	)			48,620,192				—
Ten23 (fka 500 West 23rd Street)		New York, NY		G				2011			111				—				58,881,873				1,160,581				—				60,042,454				60,042,454				( 18,298,459	)			41,743,995				—
Terraces, The		San Francisco, CA		G				1975			117				14,087,610				16,314,151				2,504,676				14,087,610				18,818,827				32,906,437				( 7,920,298	)			24,986,139				—
Third Square		Cambridge, MA		G				2008/2009			471				26,767,171				218,822,728				9,395,974				26,767,171				228,218,702				254,985,873				( 94,757,814	)			160,228,059				—
Three20		Seattle, WA		G				2013			134				7,030,766				29,005,762				969,854				7,030,766				29,975,616				37,006,382				( 8,984,046	)			28,022,336				—
Toscana		Irvine, CA			—			1991/1993			563				39,410,000				50,806,072				25,605,818				39,410,000				76,411,890				115,821,890				( 48,052,411	)			67,769,479				—
Town Square at Mark Center I&II		Alexandria, VA			—			1996			678				39,928,464				141,208,321				14,623,345				39,928,464				155,831,666				195,760,130				( 76,590,730	)			119,169,400				—
Troy Boston		Boston, MA		G				2015			378				34,641,051				181,607,331				2,157,467				34,641,051				183,764,798				218,405,849				( 23,789,711	)			194,616,138				—
Urbana (fka Market Street Landing)		Seattle, WA		G				2014			289				12,542,418				75,800,090				2,625,630				12,542,418				78,425,720				90,968,138				( 23,312,467	)			67,655,671				—

S-8

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Table of Contents

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2020

Description																Initial Cost to Company								Cost Capitalized Subsequent to Acquisition (Improvements, net) (E)				Gross Amount Carried at Close of Period 12/31/20
Apartment Name		Location		Non-Residential Components				Date of Construction				Apartment Units				Land				Building & Fixtures				Building & Fixtures				Land				Building & Fixtures (A)				Total (B)				Accumulated Depreciation (C)				Investment in Real Estate, Net at 12/31/20				Encumbrances
Uwajimaya Village		Seattle, WA			—			2002					176				8,800,000				22,188,288				5,060,085				8,800,000				27,248,373				36,048,373				( 13,875,497	)			22,172,876				—
Veloce		Redmond, WA		G				2009					322				15,322,724				76,176,594				2,058,051				15,322,724				78,234,645				93,557,369				( 25,659,124	)			67,898,245				—
Venue at the Promenade		Castle Rock, CO			—			2017					312				8,355,048				83,752,689				166,209				8,355,048				83,918,898				92,273,946				( 7,716,962	)			84,556,984				—
Verde Condominium Homes (fka Mission Verde, LLC)		San Jose, CA			—			1986					108				5,190,700				9,679,109				4,635,959				5,190,700				14,315,068				19,505,768				( 11,286,870	)			8,218,898				—
Veridian (fka Silver Spring)		Silver Spring, MD		G				2009					457				18,539,817				130,407,365				4,297,795				18,539,817				134,705,160				153,244,977				( 53,262,783	)			99,982,194				—
Versailles		Woodland Hills, CA			—			1991					253				12,650,000				33,656,292				8,575,157				12,650,000				42,231,449				54,881,449				( 26,065,056	)			28,816,393				—
Versailles (K-Town)		Los Angeles, CA			—			2008					225				10,590,975				44,409,025				1,913,803				10,590,975				46,322,828				56,913,803				( 20,170,940	)			36,742,863				—
Victor on Venice		Los Angeles, CA		G				2006					115				10,350,000				35,433,437				2,023,741				10,350,000				37,457,178				47,807,178				( 18,425,633	)			29,381,545				—
Villa Solana		Laguna Hills, CA			—			1984					272				1,665,100				14,985,678				12,946,281				1,665,100				27,931,959				29,597,059				( 23,035,555	)			6,561,504				—
Village at Del Mar Heights, The (fka Del Mar Heights)		San Diego, CA			—			1986					168				15,100,000				40,859,396				3,573,169				15,100,000				44,432,565				59,532,565				( 15,023,903	)			44,508,662				—
Virginia Square		Arlington, VA		G				2002					231				—				85,940,003				6,137,694				—				92,077,697				92,077,697				( 29,622,313	)			62,455,384				—
Vista 99 (fka Tasman)		San Jose, CA			—			2016					554				27,709,329				177,555,213				840,226				27,709,329				178,395,439				206,104,768				( 33,946,303	)			172,158,465				—
Vista Del Lago		Mission Viejo, CA			—			1986-1988					608				4,525,800				40,736,293				19,765,337				4,525,800				60,501,630				65,027,430				( 52,909,405	)			12,118,025				—
Walden Park		Cambridge, MA			—			1966					232				12,448,888				52,044,448				4,982,240				12,448,888				57,026,688				69,475,576				( 23,325,875	)			46,149,701				—
Water Park Towers		Arlington, VA			—			1989					362				34,400,000				108,485,859				10,793,415				34,400,000				119,279,274				153,679,274				( 39,652,580	)			114,026,694				—
Watertown Square		Watertown, MA		G				2005					134				16,800,000				34,074,056				1,904,484				16,800,000				35,978,540				52,778,540				( 11,625,233	)			41,153,307				—
West 96th		New York, NY		G				1987					207				84,800,000				67,055,502				6,658,093				84,800,000				73,713,595				158,513,595				( 26,104,839	)			132,408,756				—
West End Apartments (fka Emerson Place/CRP II)		Boston, MA		G				2008					310				469,546				163,123,022				5,461,544				469,546				168,584,566				169,054,112				( 73,099,324	)			95,954,788				—
Westchester at Rockville		Rockville, MD			—			2009					192				10,600,000				44,135,207				1,316,004				10,600,000				45,451,211				56,051,211				( 14,255,122	)			41,796,089				—
Westmont		New York, NY		G				1986					163				64,900,000				61,143,259				6,257,673				64,900,000				67,400,932				132,300,932				( 21,887,315	)			110,413,617				—
Westside		Los Angeles, CA			—			2004					204				34,200,000				56,962,630				3,357,625				34,200,000				60,320,255				94,520,255				( 19,197,241	)			75,323,014				—
Westside Barrington (fka Westside Villas III)		Los Angeles, CA			—			1999					36				3,060,000				5,538,871				1,182,445				3,060,000				6,721,316				9,781,316				( 4,457,210	)			5,324,106				—
Westside Barry (Westside Villas VI)		Los Angeles, CA			—			1989					18				1,530,000				3,023,523				764,582				1,530,000				3,788,105				5,318,105				( 2,501,385	)			2,816,720				—
Westside Beloit (fka Westside Villas I)		Los Angeles, CA			—			1999					21				1,785,000				3,233,254				778,767				1,785,000				4,012,021				5,797,021				( 2,711,404	)			3,085,617				—
Westside Bundy (fka Westside Villas II)		Los Angeles, CA			—			1999					23				1,955,000				3,541,435				794,239				1,955,000				4,335,674				6,290,674				( 2,865,440	)			3,425,234				—
Westside Butler (fka Westside Villas IV)		Los Angeles, CA			—			1999					36				3,060,000				5,539,390				1,223,921				3,060,000				6,763,311				9,823,311				( 4,471,969	)			5,351,342				—
Westside Villas (fka Westside Villas V &VII)		Los Angeles, CA			—			1999 & 2001					113				9,605,000				19,983,385				2,909,316				9,605,000				22,892,701				32,497,701				( 14,993,719	)			17,503,982				—
Windridge (CA)		Laguna Niguel, CA			—			1989					344				2,662,900				23,985,497				13,127,981				2,662,900				37,113,478				39,776,378				( 30,933,234	)			8,843,144				—
Wood Creek I		Pleasant Hill, CA			—			1987					256				9,729,900				23,009,768				10,421,107				9,729,900				33,430,875				43,160,775				( 25,852,279	)			17,308,496				—
Woodleaf		Campbell, CA			—			1984					178				8,550,600				16,988,182				6,182,183				8,550,600				23,170,365				31,720,965				( 17,242,110	)			14,478,855				—
Management Business		Chicago, IL			—			(D)					—				—				—				138,223,005				—				138,223,005				138,223,005				( 104,607,870	)			33,615,135				—
Operating Partnership		Chicago, IL			—			(F)					—				—				1,543,343				—				—				1,543,343				1,543,343				—				1,543,343				—
Other		N/A			—				—				—				—				—				107,757				—				107,757				107,757				( 66,902	)			40,855				—
Wholly Owned Unencumbered													64,363				4,875,308,605				16,033,230,297				1,620,022,325				4,875,308,605				17,653,252,622				22,528,561,227				( 6,521,859,521	)			16,006,701,706				—
Wholly Owned Encumbered:
1111 Belle Pre (fka The Madison)		Alexandria, VA		G				2014					360				18,937,702				94,758,679				517,009				18,937,702				95,275,688				114,213,390				( 28,767,103	)			85,446,287				86,236,221
2501 Porter		Washington, D.C.			—			1988					202				13,000,000				75,271,179				7,046,134				13,000,000				82,317,313				95,317,313				( 27,334,401	)			67,982,912			(H)
300 East 39th (fka East 39th)		New York, NY		G				2001					254				48,900,000				96,174,639				5,841,752				48,900,000				102,016,391				150,916,391				( 32,773,924	)			118,142,467				62,517,552
303 East 83rd (fka Camargue)		New York, NY		G				1976					261				79,400,000				79,122,624				10,883,739				79,400,000				90,006,363				169,406,363				( 30,023,726	)			139,382,637			(H)
425 Broadway		Santa Monica, CA		G				2001					101				12,600,000				34,394,772				3,879,039				12,600,000				38,273,811				50,873,811				( 12,637,343	)			38,236,468			(H)
Alcyone		Seattle, WA		G				2004					162				11,379,497				49,360,503				1,621,195				11,379,497				50,981,698				62,361,195				( 13,657,401	)			48,703,794				26,717,175
Artisan Square		Northridge, CA			—			2002					140				7,000,000				20,537,359				2,177,087				7,000,000				22,714,446				29,714,446				( 13,941,438	)			15,773,008				35,608,719
Avanti		Anaheim, CA			—			1987					162				12,960,000				18,497,682				4,201,662				12,960,000				22,699,344				35,659,344				( 12,149,740	)			23,509,604				28,029,688

S-9

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Table of Contents

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2020

Description														Initial Cost to Company								Cost Capitalized Subsequent to Acquisition (Improvements, net) (E)				Gross Amount Carried at Close of Period 12/31/20
Apartment Name		Location		Non-Residential Components				Date of Construction		Apartment Units				Land				Building & Fixtures				Building & Fixtures				Land				Building & Fixtures (A)				Total (B)				Accumulated Depreciation (C)				Investment in Real Estate, Net at 12/31/20				Encumbrances
Avenir Apartments		Boston, MA		G				2009			241				—				114,321,619				6,957,817				—				121,279,436				121,279,436				( 36,961,367	)			84,318,069				83,594,553
Calvert Woodley		Washington, D.C.			—			1962			136				12,600,000				43,527,379				2,813,918				12,600,000				46,341,297				58,941,297				( 14,908,145	)			44,033,152			(H)
Citrus Suites		Santa Monica, CA			—			1978			70				9,000,000				16,950,326				2,159,124				9,000,000				19,109,450				28,109,450				( 6,341,008	)			21,768,442			(H)
City Pointe		Fullerton, CA		G				2004			183				6,863,792				36,476,208				3,982,736				6,863,792				40,458,944				47,322,736				( 16,998,993	)			30,323,743				39,604,834
Cleveland House		Washington, D.C.			—			1953			214				18,300,000				66,392,414				6,478,149				18,300,000				72,870,563				91,170,563				( 23,146,687	)			68,023,876			(H)
Columbia Crossing		Arlington, VA			—			1991			247				23,500,000				53,045,073				3,332,258				23,500,000				56,377,331				79,877,331				( 18,786,207	)			61,091,124			(H)
Elevé		Glendale, CA		G				2013			208				14,080,560				56,419,440				1,113,113				14,080,560				57,532,553				71,613,113				( 16,339,803	)			55,273,310				38,377,191
Estancia at Santa Clara (fka Santa Clara)		Santa Clara, CA			—			2000			450				—				123,759,804				2,978,093				—				126,737,897				126,737,897				( 41,055,149	)			85,682,748			(H)
Fairchase		Fairfax, VA			—			2007			392				23,500,000				87,722,321				1,898,989				23,500,000				89,621,310				113,121,310				( 27,669,103	)			85,452,207			(H)
Fairfield		Stamford, CT		G				1996			263				6,510,200				39,690,120				9,558,884				6,510,200				49,249,004				55,759,204				( 38,011,328	)			17,747,876				31,415,078
Flats at DuPont Circle		Washington, D.C.			—			1967			306				35,200,000				108,768,198				4,360,800				35,200,000				113,128,998				148,328,998				( 33,817,504	)			114,511,494			(H)
Glo		Los Angeles, CA		G				2008			201				16,047,023				48,650,963				3,698,250				16,047,023				52,349,213				68,396,236				( 19,833,118	)			48,563,118				32,536,206
Heights on Capitol Hill		Seattle, WA		G				2006			104				5,425,000				21,138,028				1,918,209				5,425,000				23,056,237				28,481,237				( 11,613,731	)			16,867,506				22,574,473
Kelvin Court (fka Alta Pacific)		Irvine, CA			—			2008			132				10,752,145				34,846,856				960,195				10,752,145				35,807,051				46,559,196				( 15,665,700	)			30,893,496				26,250,120
Kenwood Mews		Burbank, CA			—			1991			141				14,100,000				24,662,883				4,295,836				14,100,000				28,958,719				43,058,719				( 16,005,176	)			27,053,543				37,607,274
La Terrazza at Colma Station		Colma, CA		G				2005			155				—				41,251,044				3,595,476				—				44,846,520				44,846,520				( 21,415,715	)			23,430,805				25,018,990
Lindley Apartments		Encino, CA			—			2004			129				5,805,000				25,705,000				2,226,777				5,805,000				27,931,777				33,736,777				( 11,253,531	)			22,483,246				28,028,542
Lofts 590		Arlington, VA			—			2005			212				20,100,000				67,909,023				948,447				20,100,000				68,857,470				88,957,470				( 20,702,192	)			68,255,278				42,977,538
Longview Place		Waltham, MA			—			2004			348				20,880,000				90,255,509				11,851,439				20,880,000				102,106,948				122,986,948				( 53,169,019	)			69,817,929				84,236,459
Metro on First		Seattle, WA		G				2002			102				8,540,000				12,209,981				2,503,132				8,540,000				14,713,113				23,253,113				( 7,824,496	)			15,428,617				21,479,983
Moda		Seattle, WA		G				2009			251				12,649,228				36,842,012				2,077,059				12,649,228				38,919,071				51,568,299				( 16,192,358	)			35,375,941			(I)
Montierra (CA)		San Diego, CA			—			1990			272				8,160,000				29,360,938				8,739,937				8,160,000				38,100,875				46,260,875				( 27,667,597	)			18,593,278				60,994,469
Old Town Lofts		Redmond, WA		G				2014			149				7,740,467				44,146,181				911,878				7,740,467				45,058,059				52,798,526				( 10,447,662	)			42,350,864				35,552,619
Olympus Towers		Seattle, WA		G				2000			328				14,752,034				73,335,425				11,508,550				14,752,034				84,843,975				99,596,009				( 49,773,869	)			49,822,140				94,702,663
Park Place at San Mateo (fka San Mateo)		San Mateo, CA		G				2001			575				71,900,000				211,907,141				14,964,633				71,900,000				226,871,774				298,771,774				( 72,984,554	)			225,787,220			(H)
Skyhouse Denver		Denver, CO		G				2017			354				13,562,331				126,360,318				677,621				13,562,331				127,037,939				140,600,270				( 15,522,629	)			125,077,641				74,151,572
SoMa Square Apartments (fka South Market)		San Francisco, CA		G				1986			410				79,900,000				177,316,977				16,836,498				79,900,000				194,153,475				274,053,475				( 60,659,528	)			213,393,947			(H)
Square One		Seattle, WA			—			2014			112				7,222,544				26,277,456				133,045				7,222,544				26,410,501				33,633,045				( 7,302,057	)			26,330,988			(I)
Teresina		Chula Vista, CA			—			2000			440				28,600,000				61,916,670				8,105,506				28,600,000				70,022,176				98,622,176				( 36,713,370	)			61,908,806				37,940,000
Vantage Hollywood		Los Angeles, CA			—			1987			298				42,580,326				56,014,674				3,323,418				42,580,326				59,338,092				101,918,418				( 16,037,599	)			85,880,819				38,562,939
Vintage		Ontario, CA			—			2005-2007			300				7,059,230				47,677,762				1,982,739				7,059,230				49,660,501				56,719,731				( 25,190,161	)			31,529,570				49,111,234
Vintage at 425 Broadway (fka Promenade)		Santa Monica, CA		G				1934/2001			60				9,000,000				13,961,523				1,968,533				9,000,000				15,930,056				24,930,056				( 5,447,549	)			19,482,507			(H)
West 54th		New York, NY		G				2001			222				60,900,000				48,193,837				4,524,296				60,900,000				52,718,133				113,618,133				( 18,850,602	)			94,767,531				49,193,451
Westgate (fka Westgate I)		Pasadena, CA			—			2010			480				22,898,848				133,467,158				4,125,453				22,898,848				137,592,611				160,491,459				( 46,995,276	)			113,496,183				96,433,496
Portfolio/Entity Encumbrances (1)											—				—				—				—				—				—				—				—				—				798,691,865
Wholly Owned Encumbered											10,127				842,305,927				2,668,597,698				193,678,425				842,305,927				2,862,276,123				3,704,582,050				( 1,032,587,859	)			2,671,994,191				2,088,144,904
Partially Owned Unencumbered:
2300 Elliott		Seattle, WA		G				1992			92				796,800				7,173,725				7,820,623				796,800				14,994,348				15,791,148				( 12,389,244	)			3,401,904				—
9th & W		Washington, DC		G				(F)			—				—				7,017,002				—				—				7,017,002				7,017,002				—				7,017,002				—
Bellevue Meadows		Bellevue, WA			—			1983			180				4,507,100				12,574,814				6,087,865				4,507,100				18,662,679				23,169,779				( 14,585,459	)			8,584,320				—
Canyon Ridge		San Diego, CA			—			1989			162				4,869,448				11,955,063				4,258,637				4,869,448				16,213,700				21,083,148				( 12,460,975	)			8,622,173				—
Country Oaks		Agoura Hills, CA			—			1985			256				6,105,000				29,561,865				7,563,839				6,105,000				37,125,704				43,230,704				( 23,902,034	)			19,328,670				—
Harrison Square (fka Elliot Bay)		Seattle, WA		G				1992			166				7,600,000				35,844,345				5,832,090				7,600,000				41,676,435				49,276,435				( 14,608,832	)			34,667,603				—

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Table of Contents

EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2020

Description														Initial Cost to Company								Cost Capitalized Subsequent to Acquisition (Improvements, net) (E)				Gross Amount Carried at Close of Period 12/31/20
Apartment Name		Location		Non-Residential Components				Date of Construction		Apartment Units				Land				Building & Fixtures				Building & Fixtures				Land				Building & Fixtures (A)				Total (B)				Accumulated Depreciation (C)				Investment in Real Estate, Net at 12/31/20				Encumbrances
Lantern Cove		Foster City, CA			—			1985			232				6,945,000				23,064,976				7,999,330				6,945,000				31,064,306				38,009,306				( 21,090,571	)			16,918,735				—
Radius Koreatown		Los Angeles, CA			—			2014/2016			301				32,494,154				84,645,202				394,749				32,494,154				85,039,951				117,534,105				( 15,147,227	)			102,386,878				—
Rosecliff		Quincy, MA			—			1990			156				5,460,000				15,721,570				4,712,510				5,460,000				20,434,080				25,894,080				( 14,750,661	)			11,143,419				—
Schooner Bay I		Foster City, CA			—			1985			168				5,345,000				20,390,618				7,030,910				5,345,000				27,421,528				32,766,528				( 18,045,457	)			14,721,071				—
Schooner Bay II		Foster City, CA			—			1985			144				4,550,000				18,064,764				5,732,766				4,550,000				23,797,530				28,347,530				( 16,050,917	)			12,296,613				—
Surrey Downs		Bellevue, WA			—			1986			122				3,057,100				7,848,618				3,698,582				3,057,100				11,547,200				14,604,300				( 8,809,623	)			5,794,677				—
Venn at Main		Bellevue, WA		G				2016			350				26,626,497				151,520,448				518,736				26,626,497				152,039,184				178,665,681				( 21,480,824	)			157,184,857				—
Virgil Square		Los Angeles, CA			—			1979			142				5,500,000				15,216,613				3,833,548				5,500,000				19,050,161				24,550,161				( 10,768,560	)			13,781,601				—
Wood Creek II (fka Willow Brook (CA))		Pleasant Hill, CA			—			1985			228				5,055,000				38,388,672				9,606,448				5,055,000				47,995,120				53,050,120				( 27,453,256	)			25,596,864				—
Partially Owned Unencumbered											2,699				118,911,099				478,988,295				75,090,633				118,911,099				554,078,928				672,990,027				( 231,543,640	)			441,446,387				—
Partially Owned Encumbered:
Aero Apartments		Alameda, CA		G				(F)			—				13,107,242				77,932,171				—				13,107,242				77,932,171				91,039,413				—				91,039,413				31,493,854
Canyon Creek (CA)		San Ramon, CA			—			1984			268				5,425,000				18,812,120				8,138,492				5,425,000				26,950,612				32,375,612				( 19,317,572	)			13,058,040				28,193,080
Wisconsin Place		Chevy Chase, MD			—			2009			432				—				172,089,355				1,687,416				—				173,776,771				173,776,771				( 54,348,611	)			119,428,160				146,057,885
Partially Owned Encumbered											700				18,532,242				268,833,646				9,825,908				18,532,242				278,659,554				297,191,796				( 73,666,183	)			223,525,613				205,744,819
Total Consolidated Investment in Real Estate											77,889			$	5,855,057,873			$	19,449,649,936			$	1,898,617,291			$	5,855,057,873			$	21,348,267,227			$	27,203,325,100			$	( 7,859,657,203	)		$	19,343,667,897			$	2,293,889,723

(1) See attached Encumbrances Reconciliation.

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EQUITY RESIDENTIAL

ERP OPERATING LIMITED PARTNERSHIP

Schedule III - Real Estate and Accumulated Depreciation

December 31, 2020

NOTES:

(A)

The balance of furniture & fixtures included in the total investment in real estate amount was $ 1,970,033,328 as of December 31, 2020.

(B)

The cost, net of accumulated depreciation, for Federal Income Tax purposes as of December 31, 2020 was approximately $ 13.8 billion (unaudited).

(C)

The life to compute depreciation for building is 30 years, for building improvements ranges from 5 to 15 years, for furniture & fixtures, replacements and renovations is 5 to 10 years and for lease intangibles is the average remaining term of each respective lease.

(D)

This asset consists of costs owned by the Management Business acquired/added at various acquisition dates and largely represents furniture, fixtures and equipment and computer equipment and software costs, which are generally depreciated over periods ranging from 3 to 7 years, and leasehold improvements, which are generally depreciated over the term of each respective lease.

(E)

Primarily represents capital expenditures for building improvements, replacements and renovations incurred subsequent to each property’s acquisition date.

(F)

Primarily represents land and/or construction-in-progress on projects either held for future development or projects currently under development.

(G)

A portion of these properties includes and/or will include non-residential components (consisting of retail and/or public parking garage operations).

( H )

See Encumbrances Reconciliation schedule.

(I )

Boot property for Bond Partnership mortgage pool.

S-12